<PAGE>    1
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 Form 10-Q

<TABLE>
<CAPTION>
<S>                      <C>
        [ X ]            Quarterly  report pursuant to  Section  13  or
                         15(d) of the Securities and Exchange Act of 1934
                       
                         For the quarter ended March 31, 1999
                       
        [   ]            Transition  report pursuant to Section  13  or
                         15(d) of the Securities and Exchange Act of 1934
                       
Commission File Number   1-7615
</TABLE>

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

<TABLE>                                                                   
<CAPTION>                                                                 
<S>                                         <C>                              
                 Nevada                                74-1884980            
- ----------------------------------------    ---------------------------------
   (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)                                        
                                                                          
    1775 St. James Place, Suite 200,                    77056-3453           
              Houston, TX                                                 
- ----------------------------------------    ---------------------------------
(Address of principal executive offices)               (Zip Code)
</TABLE>

                              (713) 435-1000
- -----------------------------------------------------------------------------
           (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 May 4, 1999 was 20,097,529.

<PAGE>    2

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

<TABLE>
<CAPTION>
                                                  March 31,    December 31,
                                                    1999           1998    
                                                  ---------    ------------
                                                       ($ in thousands)  
<S>                                               <C>            <C>     
Current assets:                                                          
  Cash and cash equivalents                       $    646       $    861
  Available-for-sale securities                     20,214         20,795
  Accounts receivable:                                                   
   Trade - less allowance for doubtful accounts     46,641         53,586
   Insurance claims and other                       15,622         16,919
  Inventory - finished goods                        13,507         14,181
  Prepaid expenses                                   6,640          4,829
  Deferred income taxes                              1,036          1,187
                                                   -------        -------
                                                                         
     Total current assets                          104,306        112,358
                                                   -------        -------
                                                                         
Property and equipment, at cost                    470,696        466,443
  Less accumulated depreciation                    215,329        209,544
                                                   -------        -------
                                                                         
                                                   255,367        256,899
                                                   -------        -------
                                                                         
Investments in marine affiliates                    12,990         12,795
Goodwill - less accumulated amortization             5,239          5,368
Sundry                                               4,067          2,879
                                                   -------        -------
                                                                         
                                                  $381,969       $390,299
                                                   =======        =======
</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>
                                                   March 31,   December 31,
                                                     1999          1998    
                                                   ---------   ------------
                                                       ($ in thousands)   
<S>                                                 <C>          <C>
Current liabilities:                                                      
 Current portion of long-term debt                  $  5,333     $  5,333
 Income taxes payable                                    718          504
 Accounts payable                                     21,551       12,918
 Accrued liabilities                                  42,758       43,305
 Deferred revenues                                     2,835        3,880
                                                     -------      -------
                                                                        
      Total current liabilities                       73,195       65,940
                                                     -------      -------
                                                                        
Long-term debt - less current portion                128,969      137,552
Deferred income taxes                                 40,464       40,045
Other long-term liabilities                            5,937        5,722
                                                     -------      -------
                                                                        
                                                     175,370      183,319
                                                     -------      -------
                                                                        
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 30,907,000 shares.                           3,091        3,091
 Additional paid-in capital                          159,075      159,122
 Accumulated other comprehensive income                   --          338
 Retained earnings                                   151,055      147,054
                                                     -------      -------
                                                     313,221      309,605
 Less cost of 10,787,000 shares in treasury                             
   (10,137,000 at December 31, 1998)                 179,817      168,565
                                                     -------      -------
                                                                        
                                                     133,404      141,040
                                                     -------      -------
                                                                        
                                                    $381,969     $390,299
                                                     =======      =======
</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 
                                                        March 31,      
                                                ------------------------
                                                  1999            1998 
                                                --------        --------
                                                 ($ in thousands, except
                                                    per share amounts) 
<S>                                              <C>             <C>      
Revenues:                                                              
 Marine transportation                           $57,729         $59,397
 Diesel engine services                           20,752          22,858
 Investment income and other                         155             457
 Gain on disposition of assets                        32              36
                                                  ------          ------
                                                                        
                                                  78,668          82,748
                                                  ------          ------
Costs and expenses:                                                    
 Costs of sales and operating expenses            52,938          54,712
 Selling, general and administrative               9,239           9,576
 Taxes, other than on income                       1,725           1,981
 Depreciation and amortization                     6,680           6,830
                                                  ------          ------
                                                                        
                                                  70,582          73,099
                                                  ------          ------
                                                                        
   Operating income                                8,086           9,649
Equity in earnings of insurance affiliate             --             494
Equity in earnings of marine affiliates              881             716
Interest expense                                  (2,545)         (2,767)
                                                  ------          ------
                                                                       
   Earnings before taxes on income                 6,422           8,092
Provision for taxes on income                     (2,421)         (3,052)
                                                  ------          ------
                                                                       
   Net earnings                                  $ 4,001         $ 5,040
                                                  ======          ======
                                                                       
Net earnings per share of common stock:                                
 Basic                                           $   .20         $   .21
                                                  ======          ======
 Diluted                                         $   .20         $   .21
                                                  ======          ======          
</TABLE>
                                                          
         See accompanying notes to condensed financial statements.     

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

<TABLE>                                                                           
<CAPTION>                                                                         
                                                      Three months ended March 31,
                                                     -----------------------------
                                                        1999                 1998  
                                                     ---------            --------
                                                           ($ in thousands)       
<S>                                                  <C>                  <C>     
Cash flows from operating activities:                                             
 Net earnings                                        $  4,001             $  5,040
 Adjustments to reconcile net earnings to net                                     
  cash provided by operations:                                                    
   Depreciation and amortization                        6,680                6,830
   Provision for deferred income taxes                    754                2,288
   Gain on disposition of assets                          (32)                 (36)
   Deferred scheduled maintenance costs                  (345)               1,171
   Equity in earnings of insurance affiliate,                                      
     net of redemption                                     --                 (494)
   Equity in earnings of marine affiliates,                                       
     net of distributions and contributions              (195)                 469 
   Other                                                  (96)                   8
   Increase in cash flows resulting from                                          
     changes in operating working capital              13,660                5,019
                                                      -------              -------
          Net cash provided by operating                                          
               activities of continuing operations     24,427               20,295
   Net cash provided by operating activities                                      
     of discontinued operations                            --                  276
                                                      -------              -------
          Net cash provided by operating activities    24,427               20,571
                                                      -------              -------
TABLE CONTINUED ON NEXT PAGE                                                      
</TABLE>
                                                                

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

<TABLE>                                                                           
<CAPTION>                                                                         
                                                      Three months ended March 31,
                                                     -----------------------------
                                                        1999                 1998  
                                                     ---------            --------
                                                           ($ in thousands)        
<S>                                                  <C>                  <C>       
Cash flows from investing activities:                                              
 Proceeds from sale and maturities of investments         500                1,034  
 Purchase of investments                                 (439)              (1,703)
 Capital expenditures                                  (5,457)              (6,199)
 Proceeds from disposition of assets                      636                   77
 Proceeds from disposition of business                     --               38,600
 Investing activities of discontinued operations           --                 (275)
                                                      -------              -------
          Net cash provided by (used in)                                          
               investing activities                    (4,760)              31,534
                                                      -------              -------
Cash flows from financing activities:                                              
 Borrowings (payments) on bank revolving credit                                    
  agreements, net                                      (8,500)              21,400
 Payments on long-term debt                               (83)                 (83)
 Purchase of treasury stock                           (11,429)             (75,740)
 Proceeds from exercise of stock options                  130                1,489
                                                      -------              -------
          Net cash used in financing activities       (19,882)             (52,934)
                                                      -------              -------
          Decrease in cash and cash equivalents          (215)                (829)
                                                                                   
Cash and cash equivalents, beginning of year              861                2,043 
                                                      -------              ------- 
Cash and cash equivalents, end of period             $    646             $  1,214
                                                      =======              =======
Supplemental disclosures of cash flow information:                                
 Cash paid during the period:                                                     
   Interest                                          $    343             $    567
   Income taxes                                      $    879             $     33
</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  March 31, 1999 and December 31, 1998, and the results of operations for
the three months ended March 31, 1999 and 1998.

(1)  BASIS FOR PREPARATION OF THE CONDENSED 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)  ADOPTION OF ACCOUNTING STANDARDS

     Statement  of  Financial  Accounting  Standards  ("SFAS")   No.   133,
"Accounting for Derivative Instruments and Hedging Activities," ("SFAS  No.
133")  issued in June 1998, establishes accounting and reporting  standards
for  derivative instruments and hedging activities. This statement requires
that an entity recognize all derivatives as either assets or liabilities in
the  statement of financial position and measure those instruments at  fair
value. SFAS No. 133 is effective for all quarters of fiscal years beginning
after  June  15,  1999. SFAS No. 133 is effective for  the  Company's  year
ending  December 31, 2000 and is not expected to have a material effect  on
the Company's financial position or results of operations.

(3)  COMPREHENSIVE INCOME

     The  Company's total comprehensive income for the three  months  ended
March 31, 1999 and 1998 were as follows (in thousands):


<TABLE>
<CAPTION>
                                         Three months ended March 31,
                                        ------------------------------
                                          1999                   1998
                                        -------                -------
<S>                                     <C>                    <C>   
Net earnings                            $4,001                 $5,040
Other comprehensive loss, net of tax      (338)                  (100)
                                         -----                  -----
                                                                    
     Total comprehensive income         $3,663                 $4,940
                                         =====                  =====
</TABLE>


<PAGE>    8
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
           NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                     

(4)  SEGMENT INFORMATION

      The  following  table  sets forth the Company's summarized  financial
information by reportable segment for the three months ended March 31, 1999
and 1998 (in thousands):


<TABLE>
<CAPTION>
                                         Three months ended March 31,
                                         ----------------------------
                                           1999                1998
                                         ---------          ---------
<S>                                       <C>                <C>     
Revenues:                                                           
  Marine transportation                   $ 57,729           $ 59,397
  Diesel engine services                    20,752             22,858
  Other                                        187                493
                                           -------            -------
                                          $ 78,668           $ 82,748
                                           =======            =======
                                                                     
Segment profit (loss):                                               
  Marine transportation                   $  6,903           $  8,144
  Diesel engine services                     2,117              2,173
  Other                                     (2,598)            (2,225)
                                           -------            -------
                                          $  6,422           $  8,092
                                           =======            =======
                                                                     
Total assets:                                                        
  Marine transportation                   $295,454           $315,989
  Diesel engine services                    36,839             47,411
  Other                                     49,676            100,507
                                           -------            -------
                                          $381,969           $463,907
                                           =======            =======
</TABLE>


<PAGE>    9
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
           NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                     

(4)  SEGMENT INFORMATION - (Continued)

      The  following  table presents the details of "Other" segment  profit
(loss) for the three months ended March 31, 1999 and 1998 (in thousands):


<TABLE>
<CAPTION>
                                        Three months ended March 31,
                                        ----------------------------
                                          1999                1998
                                        --------            --------
<S>                                     <C>                 <C>
General corporate expenses              $(1,121)            $(1,161)
Interest expense                         (2,545)             (2,767)
Equity in earnings of affiliates            881               1,210
Gain on sale of assets                       32                  36
Other                                       155                 457
                                         ------              ------
                                        $(2,598)            $(2,225)
                                         ======              ======
</TABLE>


     The following table presents the details of "Other" total assets as of
March 31, 1999 and 1998 (in thousands):


<TABLE>
<CAPTION>
                                                  March 31,
                                        ----------------------------
                                          1999                1998 
                                        -------             --------
<S>                                     <C>                 <C>
General corporate assets                $36,686             $ 38,941
Investments in affiliates                12,990               61,566
                                        -------             --------
                                        $49,676             $100,507
                                         ======              =======
</TABLE>


<PAGE>    10
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
           NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                     

(5)  TAXES ON INCOME

     Earnings before taxes on income and details of the provision for taxes
on  income  for  the three months ended March 31, 1999  and  1998  were  as
follows (in thousands):


<TABLE>
<CAPTION>
                                         Three months ended March 31,
                                         ----------------------------
                                          1999                  1998
                                         ------                ------
<S>                                      <C>                   <C>  
Earnings before taxes on income:                                    
 United States                           $6,422                $7,598
 Puerto Rico                                 --                   494
                                          -----                 -----
                                         $6,422                $8,092
                                          =====                 =====
                                                                    
Provision for taxes on income:                                      
 United States:                                                     
   Current                               $1,406               $   505
   Deferred                                 754                 2,288
   State and local                          261                   259
                                          -----                 -----
                                          2,421                 3,052
                                                                    
 Puerto Rico - current                       --                    --
                                          -----                 -----
                                         $2,421                $3,052
                                          =====                 =====
</TABLE>


<PAGE>    11
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
 
                 Management's Discussion and Analysis of
               Financial Condition and Results of Operations
                                     
                                     
      Statements contained in this Form 10-Q that are not historical facts,
including,  but  not  limited  to, any projections  contained  herein,  are
forward-looking statements and involve a number of risks and uncertainties.
Such statements can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "anticipate," "estimate," or "continue" or
the negative thereof or other variations thereon or comparable terminology.
The  actual  results of the future events described in such forward-looking
statements in this Form 10-Q could differ materially from those  stated  in
such  forward-looking statements. Among the factors that could cause actual
results  to  differ  materially are: adverse economic conditions;  industry
competition and other competitive factors; adverse weather conditions  such
as  high  water, low water, fog and ice; marine accidents; construction  of
new  equipment  by  competitors,  including  construction  with  government
assisted financing; government and environmental laws and regulations;  and
the timing, magnitude and number of acquisitions made by the Company.

     The Company is a provider of marine transportation services, operating
a  fleet  of  521  inland  tank  barges  and  127  inland  towing  vessels,
transporting  industrial  chemicals and petrochemicals,  refined  petroleum
products  and  agricultural  chemicals  along  the  United  States   inland
waterways.  The  Company also serves as managing partner  of  a  35%  owned
offshore  marine  partnership, consisting of four dry-bulk  barge  and  tug
units,  and as managing partner of a 50% owned offshore marine partnership,
consisting  of  one  dry-bulk  barge and tug  unit.  The  partnerships  are
accounted for under the equity method of accounting.

      The Company is engaged through its diesel engine services segment  in
the overhaul and servicing of large medium-speed diesel engines employed in
marine, power generation and rail applications.

RESULTS OF OPERATIONS

     The Company reported net earnings of $4,001,000, or $.20 per share, on
revenues  of  $78,668,000  for the 1999 first quarter,  compared  with  net
earnings  of $5,040,000, or $.21 per share, on revenues of $82,748,000  for
the  1998 first quarter. For purposes of this Management's Discussion,  all
earnings per share amounts presented are "Diluted Earnings Per Share."  The
weighted average number of common shares applicable to diluted earnings for
the  first  quarter  of  1999  and  1998 were  20,447,000  and  24,347,000,
respectively.  The  reduction in common shares for the 1999  first  quarter
compared with the 1998 first quarter primarily reflects the acquisition  of
treasury stock under the Company's Dutch Auction self-tender offer of March
23, 1998 and through open market repurchases, more fully discussed below.

<PAGE>    12
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     

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


      The  following table sets forth the Company's revenues and percentage
of  such  revenues for the three months ended March 31, 1999 compared  with
the three months ended March 31, 1998 (dollars in thousands):


<TABLE>
<CAPTION>
                            Three months ended March 31,                     
                           -----------------------------                     
                                1999            1998        Increase (decrease)
                           -------------   -------------   --------------------
                           Amounts   %     Amounts    %     Amounts         %  
                           -------  ----   -------  ----   --------       -----
<S>                        <C>      <C>    <C>      <C>    <C>            <C>  
Revenues:                                                                      
 Marine transportation     $57,729   74%   $59,397   72%   $(1,668)        (3)%
 Diesel engine services     20,752   26     22,858   28     (2,106)        (9) 
 Other income                  187   --        493   --       (306)       (62) 
                            ------  ---     ------  ---     ------        ---  
                           $78,668  100%   $82,748  100%   $(4,080)        (5)%
                            ======  ===     ======  ===     ======        === 
</TABLE>


      The  marine  transportation segment's revenues  for  the  1999  first
quarter  were  $1,668,000, or 3% lower than the revenues reported  for  the
1998   first  quarter.  Two  offshore  tank  barge  and  tug  units,  which
contributed  approximately $1,800,000 of revenues during the first  quarter
of 1998, were sold in October 1998. During the 1999 first quarter, chemical
and petrochemical volumes were firm and refined products volumes were soft,
principally  due  to the seasonality of those products.  Liquid  fertilizer
volumes  were  at expected levels. Marine transportation revenues  for  the
1999 first quarter reflected the modest quarter-to-quarter spot market rate
increases  received  during the 1998 year, and  the  renewal  of  contracts
during  the 1998 year and the 1999 first quarter at generally higher rates.
However, the effect of the rate increases was offset by navigational delays
(weather,  locks  and  other restrictions), which lowered  the  1999  first
quarter's revenues due to increased transit times.

      Revenues  for  the marine transportation segment for the  1998  first
quarter  were  positively  impacted by strong  chemical  and  petrochemical
volumes,  while  refined  products and liquid fertilizer  volumes  were  at
expected seasonal levels. Navigational delays, while not as severe  as  the
1999  first  quarter, did negatively impact revenues  for  the  1998  first
quarter.

      The  diesel  engine services segment's revenues for  the  1999  first
quarter  were  $2,106,000,  or 9% below the segment's  1998  first  quarter
revenues. The prior year first quarter included approximately $1,300,000 of
revenues  from a product line that the diesel engine services segment  sold
in September 1998. Strong Midwest and East Coast engine overhauls and parts
sales revenues primarily offset the slower Gulf Coast activities negatively
impacted  by  decreased service work in the offshore oil  and  gas  service
sector  in the Gulf of Mexico. Gulf Coast mechanics were dispatched to  the
Midwest and East Coast to meet the positive demands of those markets.

<PAGE>    13
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


      The  diesel  engine services segment's revenues for  the  1998  first
quarter  also reflected strong engine overhauls and parts sales in each  of
the segment's markets. During the 1998 first quarter, the Gulf Coast market
was  benefiting  from  enhanced drilling and related oil  and  gas  service
activities in the Gulf of Mexico.

      Other income for the 1999 first quarter, primarily investment income,
decreased  $306,000,  or  62%, compared with the 1998  first  quarter.  The
decline  primarily reflected lower interest income from the investments  of
the Company's wholly-owned captive insurance subsidiary.

      The  following table sets forth the costs and expenses and percentage
of  each for the three months ended March 31, 1999 compared with the  three
months ended March 31, 1998 (dollars in thousands):


<TABLE>
<CAPTION>
                                          Three months ended March 31,  
                                         ------------------------------  
                                              1999            1998        Increase (decrease)
                                         ---------------  --------------  -------------------
                                         Amounts     %    Amounts    %    Amounts         %  
                                         -------    ----  -------   ----  --------      -----
<S>                                      <C>        <C>   <C>       <C>   <C>           <C>  
Costs and expenses:                                                                          
  Costs of sales and operating expenses  $52,938     75%  $54,712    75%  $(1,774)       (3)%
  Selling, general and administrative      9,239     13     9,576    13      (337)       (4) 
  Taxes, other than on income              1,725      2     1,981     3      (256)      (13) 
  Depreciation and amortization            6,680     10     6,830     9      (150)       (2) 
                                          ------    ---    ------   ---    ------       ---  
                                         $70,582    100%  $73,099   100%  $(2,517)       (3)%
                                          ======    ===    ======   ===    ======       ===  
</TABLE>


      Costs  of  sales  and operating expenses for the 1999  first  quarter
declined  $1,774,000, or 3% compared with the first quarter  of  1998.  The
prior  year first quarter included costs and expenses associated  with  the
revenues generated from the two offshore tank barge and tug units  sold  in
October  1998 and the diesel engine services product line sold in September
1998.  The  costs of sales and operating expenses applicable to the  assets
sold totaled approximately $2,600,000 during the 1998 first quarter.


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


      The  marine transportation navigational delays noted above  not  only
negatively  impacted revenues, but also increased operating  expenses.  The
ice  and  high water conditions required additional horsepower to  complete
the  movements, additional fuel and other variable expenses. The 1999 first
quarter  costs and expenses also reflected the full impact of  the  overall
20%  afloat wage increases implemented during 1998, the result of  a  tight
afloat labor market. The 1998 compensation increase reflected a 6% increase
effective March 1, an 11% increase effective August 1, as well as addition-
al costs incurred from expanded longevity  pay,  trip  pay,  travel pay and 
mileage reimbursement.  The  20% increase  was necessary not only to retain 
current employees,  but  also  to increase compensation to levels that were 
competitive  with other industries so  as to attract  new afloat personnel. 
During the 1999 first quarter, the marine transportation  segment benefited 
from  lower  diesel  fuel  prices  compared  with the  price of diesel fuel 
during the prior year first quarter.

      Selling,  general  and administrative expenses  for  the  1999  first
quarter decreased $337,000, or 4% compared with the first quarter of  1998.
The  decrease primarily reflects savings in administrative expenses due  to
the  relocation  of facilities, continuing reorganization efforts  and  the
elimination of business lines.

      Taxes,  other  than  on income for the 1999 first  quarter  decreased
$256,000,  or  13% compared with the 1998 first quarter. The  decrease  was
primarily  attributable to a lower waterway user tax on  inland  operations
based on fuel used by the segment's vessels, the result of the navigational
delays  experienced in the 1999 first quarter which resulted in lower  fuel
consumption.

      The $150,000, or 2% decrease in depreciation and amortization for the
1999 first quarter compared with the 1998 first quarter primarily reflected
the  depreciation  of the two offshore tank barge and  tug  units  sold  in
October 1998.

      The  following table sets forth the equity in earnings of  affiliates
and  interest  expense for the three months ended March 31,  1999  compared
with the three months ended March 31, 1998 (dollars in thousands):


<TABLE>
<CAPTION>
                                            Three months ended March 31,  Increase (decrease)
                                            ----------------------------  -------------------
                                              1999                1998    Amount          %  
                                            --------            --------  ------       ------
<S>                                         <C>                 <C>       <C>          <C>   
Equity in earnings of insurance affiliate   $    --             $   494   $(494)       (100)%
Equity in earnings of marine affiliates     $   881             $   716   $ 165          23 %
Interest expense                            $(2,545)            $(2,767)  $(222)         (8)%   
</TABLE>



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


      The  1998 first quarter included $494,000 of equity in earnings  from
the  Company's  45%  voting common stock interest and its  100%  non-voting
preferred  stock  interest  in Universal Insurance  Company  ("Universal").
Universal,  a property and casualty insurance company, operates exclusively
in  the  Commonwealth  of Puerto Rico. Effective September  30,  1998,  the
Company  sold its remaining 45% voting common stock interest and  its  100%
non-voting preferred stock interest in Universal for $36,000,000 in cash.

      Equity  in  earnings of marine affiliates for the 1999 first  quarter
reflected a 23% increase compared with the 1998 first quarter. The offshore
marine  partnerships'  dry-cargo barge and tug units  were  fully  employed
during the 1999 first quarter, as compared with the 1998 first quarter when
one  of  the units was in the shipyard for 15 days and idle for 30 days  of
the quarter.

      Interest expense reflected an 8% decrease for the 1999 first  quarter
compared  with the first quarter of 1998. The average debt and the  average
interest  rate  for the first quarter of 1999 was $135,800,000  and  7.23%,
compared  with  $147,100,000  and 7.29% for  the  first  quarter  of  1998,
respectively.


<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

BALANCE SHEET

      Total  assets as of March 31, 1999 were $381,969,000, a  2%  decrease
compared  with  $390,299,000 as of December 31, 1998. The  following  table
sets forth the significant components of the balance sheet as of March  31,
1999 compared with December 31, 1998 (dollars in thousands):


<TABLE>
<CAPTION>
                                                                     Increase (decrease)
                                       March 31,    December 31,     -------------------
                                          1999          1998          Amount         %  
                                       ---------    ------------     --------      -----
<S>                                    <C>          <C>              <C>           <C>  
Assets:                                                                                 
 Current assets                        $104,306     $112,358         $(8,052)       (7)%
 Property and equipment, net            255,367      256,899          (1,532)       (1) 
 Investments in marine affiliates        12,990       12,795             195         2  
 Other assets                             9,306        8,247           1,059        13  
                                        -------      -------          ------        --  
                                       $381,969     $390,299         $(8,330)       (2)%
                                        =======      =======          ======        ==  
                                                                                       
Liabilities and stockholders' equity:                                                  
 Current liabilities                   $ 73,195     $ 65,940         $ 7,255        11 %
 Long-term debt                         128,969      137,552          (8,583)       (6) 
 Deferred taxes                          40,464       40,045             419         1  
 Other long-term liabilities              5,937        5,722             215         4  
 Stockholders' equity                   133,404      141,040          (7,636)       (5)
                                        -------      -------          ------        --
                                       $381,969     $390,299         $(8,330)       (2)%
                                        =======      =======          ======        ==
</TABLE>


      Working  capital  as of March 31, 1999 totaled $31,111,000,  compared
with $46,418,000 at December 31, 1998. The decrease was attributable to the
reduction  of  trade  accounts  receivable by  13%  and  inventory  by  5%,
primarily reflecting the Company's emphasis on collection of trade accounts
receivable, management of the diesel engine services inventories and assets
sold  in 1998. Trade accounts payable increased 67%, principally the result
of  accruals  for  reinsurance premiums and inland shipyard  invoices.  The
available-for-sale  securities  of  $20,214,000  at  March  31,  1999   and
$20,795,000  at  December 31, 1998 were investments  of  Oceanic  Insurance
Limited, the Company's wholly-owned captive insurance subsidiary.


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


      Long-term debt, less current portion, decreased 6% to $128,969,000 as
of  March  31,  1999 compared with $137,552,000 at December 31,  1998,  the
result  of  the favorable net cash provided by operating activities  during
the 1999 first quarter. During the 1999 first quarter, the Company incurred
long-term  debt to fund the purchase of $11,429,000 of open  market  common
stock repurchases, more fully described below.

     Stockholders' equity as of March 31, 1999 decreased 5% during the 1999
first   quarter,  reflecting  the  Company's  open  market   common   stock
repurchases, more full described below.

TREASURY STOCK PURCHASES

      During  the  1999 first quarter, the Company purchased  in  the  open
market  661,000 shares of its common stock at a total price of $11,429,000,
for  an average price of $17.29 per share. Since April 1, 1999, the Company
has  purchased 22,000 shares of its common stock at a total purchase  price
of  $404,000, for an average price of $18.55 per share. The treasury  stock
purchases were financed by borrowings under the Company's revolving  credit
agreement.

      On  April  20,  1999, the Board of Directors increased the  Company's
common  stock repurchase authorization to 6,250,000 shares, an increase  of
2,000,000  shares  over 2,250,000 shares authorized  in  October  1995  and
2,000,000 shares authorized in August 1994. The Company, as of May 4, 1999,
had  2,392,000  shares  available under the repurchase  authorization.  The
Company  is  authorized to purchase its common stock on the New York  Stock
Exchange  and  in  privately negotiated transactions. When  purchasing  its
common  stock,  the Company is subject to price, trading volume  and  other
market considerations. Shares purchased may be used for reissuance upon the
exercise  of stock options, in future acquisitions for stock or  for  other
appropriate corporate purposes.

LIQUIDITY

      The  Company  generated net cash provided by operating activities  of
$24,427,000 and $20,571,000 for the three months ended March 31,  1999  and
1998,  respectively. The 1999 first quarter was positively  impacted  by  a
$13,660,000  increase  in  cash flows, resulting from  changes  in  working
capital, compared with a $5,019,000 increase in the 1998 first quarter.

      Funds  generated  are  available for capital  construction  projects,
treasury  stock  repurchases, asset acquisitions, repayment  of  borrowings
associated with each of the above, and for other operating requirements. In
addition to its net cash provided by operating activities, the Company also
has  available  as  of May 4, 1999 $81,400,000 under its  revolving  credit
agreement  and  $121,000,000 available under its medium term note  program.
The  Company's scheduled principal payments during the next 12  months  are
$5,333,000.


<PAGE>    18
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


     During  the  last  three years, inflation has had a  relatively  minor
effect  on  the financial results of the Company. The marine transportation
segment  has  long-term contracts which generally contain  cost  escalation
clauses whereby certain costs, including fuel, can be passed through to its
customers.  The  repair portion of the diesel engine  services  segment  is
based on prevailing current market rates.

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

YEAR 2000

     Certain computer systems, software programs and semiconductors are not
capable  of recognizing certain dates in 1999 and after December 31,  1999,
and  will  read  dates in the year 2000 and thereafter as  if  those  dates
represent the year 1900 or thereafter, or will fail to process those dates.
This  "Year  2000 Issue" could result in the failure of certain systems  or
other errors that could disrupt normal business activities.
     
     The  Company has designed and implemented an action plan to  determine
the  likely exposures of the Company and its subsidiaries to the Year  2000
Issue  and  to  take the necessary action to minimize the impact  of  those
exposures. The Company's Year 2000 action plan addresses both internal  and
external exposures to the Year 2000 Issue.

      With respect to the Company's internal Year 2000 Issue exposures, the
action  plan addresses both land-based and vessel-based systems. The  land-
based  systems  include  all  of  the Company's  network  components,  core
corporate  software  applications, personal computers,  telephone  systems,
building  management  control systems and critical  office  equipment.  The
vessel-based systems include electronic navigation equipment, diesel engine
controlling systems, and fire and other emergency monitors and alarms.

      The  Company's  external  exposures to the Year  2000  Issue  include
vendors  and suppliers of critical services including communications,  fuel
and   supplies,  barge  cleaning  and  repair,  and  government   waterways
maintenance  and management. The Company's external exposures also  include
general  business  support systems such as electric  power,  telephone  and
banking  services,  as  well as customers' accounts  payable  systems.  The
Company  may  experience Year 2000 problems as a result of  these  external
exposures. The Company is attempting to address all Year 2000 exposures  in
advance;  however,  the  Company  could  potentially  experience  temporary
disruptions to certain aspects of activities or operations as a  result  of
the  external  exposures  noted  above. It is  not  possible  to  determine
whether,  or  to what extent, any or all of these exposures are  likely  to
occur or the costs involved in any of the exposures. However, the costs  to
the Company could be material.


<PAGE>    19
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


     The Company's Year 2000 action plan divides the Company's actions with
respect to its internal and external exposures to the Year 2000 Issue  into
three sequential states:                                                  
                                                                            
     * INVESTIGATION. This stage, substantially completed in the 1999 first
       quarter,  included a  complete physical inventorying of all computer 
       systems,  software applications,  and equipment  relying on computer 
       software or  embedded semiconductors.  The Company has completed the
       process of mailing Requests for Year 2000 Issues to the manufacturers 
       and  distributors of the  systems  and equipment.  Responses to date
       appear positive, as most manufacturers and distributors have indicated
       the Year 2000 status of their equipment or systems as Year 2000 
       compliant.
       
     * REMEDIATION.  This stage involves  the repair or replacement of  the
       Company's equipment and systems which have been identified as not being
       Year 2000 compliant in the investigation stage and the validation of the
       compliance of the equipment and systems which have been repaired or
       replaced. This stage has been substantially completed and the remainder
       of the Company's efforts in this stage are expected to be completed by
       mid-1999. The Company continues to be proactive in additional 
       communication with key systems' manufacturers and distributors to 
       ensure awareness of any unanticipated problems that have not been 
       previously addressed.

     * CONTINGENCY PLANNING.  Based on the findings of the investigation 
       stage, the Company's actions in this stage include the development of
       business scenarios likely to result from Year 2000 compliance failures by
       external suppliers or their equipment, systems or services, and  the
       development of remedies to minimize the consequences of such failures on
       the Company's business. Those remedies may include preventative measures
       and "work around" solutions. This stage is expected to be complete by
       October 1999.

     While  the  Company  expects  that  the  remediation  and  contingency
planning stages of its Year 2000 action plan will be completed as indicated
above,  the  Company  must  rely  on  third  parties  including  government
agencies,  manufacturers, distributors, vendors and suppliers,  to  provide
information  and  to  take actions which are beyond the Company's  control.
While  the responses to the investigation stage appear positive, it is  not
possible  for  the  Company  to  predict  either  the  timeliness  of   the
manufacturers  or  distributors who have not  responded  to  the  Company's
requests, or the substance of the information and actions provided by third
parties. Accordingly, the Company can not predict whether or to what extent
the information provided by third parties will affect the timely completion
of  each stage of the Year 2000 action plan, as the information provided by
third  parties  may  require additional investigation, remediation,  and/or
contingency planning. Further, the Company's ability to timely complete its
Year  2000  action  plan  is  dependent upon the  ability  of  third  party
manufacturers  and distributors to provide necessary replacement  equipment
during the remediation stage.

<PAGE>    20
              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


      The  total amount expended on the Year 2000 action plan through March
31,  1999  is approximately $100,000. Remaining costs related to  the  Year
2000 action plan are not expected to be material. The Company will continue
to  utilize internal resources to assist in the implementation of the  Year
2000 action plan. The costs expended in 1998, and the costs anticipated  to
be  expended in 1999, do not include the Company's internal costs,  as  the
Company does not track such costs separately. The costs also do not include
software  upgrades that, while Year 2000 compliant, were  not  specifically
upgraded  for the Year 2000 Issue. The completion of the Year  2000  action
plan  is  expected  to significantly reduce both the level  of  uncertainty
related to the Company's reliance on third parties for Year 2000 compliance
and  the  possibility  of  significant  interruptions  of  normal  business
operations.  The  forward-looking statements contained in  this  discussion
should  be read in conjunction with the Company's disclosure in the opening
paragraph of this Management's Discussion and Analysis.

ACCOUNTING STANDARDS

      SFAS  No.  133,  "Accounting for Derivative Instruments  and  Hedging
Activities,"  issued  in  June 1998, establishes accounting  and  reporting
standards for derivative instruments and hedging activities. This statement
requires  that  an  entity recognize all derivatives as  either  assets  or
liabilities  in  the  statement of financial  position  and  measure  those
instruments  at fair value. SFAS No. 133 is effective for all  quarters  of
fiscal  years beginning after June 15, 1999. SFAS No. 133 is effective  for
the  Company's year ending December 31, 2000 and is not expected to have  a
material  effect  on  the  Company's  financial  position  or  results   of
operations.

<PAGE>    21
              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, 1998.


Item 4.   Results of Votes of Security Holders
- -------   ------------------------------------

(a)       The  Registrant held its Annual Meeting of Stockholders on  April
          20, 1999.

(b)       Proxies for the meeting were solicited pursuant to Regulation 14;
          there  was no solicitation in opposition to management's nominees
          for  directors  as listed in the Proxy Statement,  and  all  such
          nominees were elected.

          Directors  elected  were C. Sean Day, Bob G.  Gower,  William  M.
          Lamont,  Jr.,  George A. Peterkin, Jr., J.  H.  Pyne,  Robert  G.
          Stone,  Jr.,  Thomas M. Taylor and J. Virgil Waggoner.  No  other
          directors  previously  in  office  continued  as  a  director  or
          continued in office after the meeting.


Item 6.   Exhibits and Reports on Form 8-K
- -------   --------------------------------

(a)       Exhibits:

          11.0 Computation of Earnings per Common Share.

          27.0 Financial Data Schedule.

(b)       Reports on Form 8-K:

          There  were  no  reports on Form 8-K filed for the  three  months
          ended March 31, 1999.


                                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:  /s/  G. STEPHEN HOLCOMB
                                        ---------------------------------
                                        G. Stephen Holcomb
                                        Vice President and Controller

Dated:    May 4, 1999




                                                                           
                                                          EXHIBIT 11.0

              KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                     
                 COMPUTATION OF EARNINGS PER COMMON SHARE


<TABLE>
<CAPTION>
                                                         Three months ended
                                                               March 31,     
                                                        ---------------------
                                                          1999         1998 
                                                        -------       -------
                                                        (in thousands, except
                                                          per share amounts)
<S>                                                     <C>           <C>
Net earnings                                            $ 4,001       $ 5,040
                                                         ======        ======
                                                                       
Basic earnings per share:                                              
Weighted average number of common shares outstanding     20,341        24,051
                                                         ======        ======
                                                                       
  Basic earnings per share                              $   .20       $   .21
                                                         ======        ======
                                                                       
Diluted earnings per share:                                            
Weighted average number of common shares outstanding     20,341        24,051
Dilutive shares applicable to stock options                 106           296
                                                         ------        ------
                                                                      
  Shares applicable to diluted earnings                  20,447        24,347
                                                         ======        ======
                                                                       
  Diluted earnings per share                            $   .20       $   .21
                                                         ======        ======

</TABLE>






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                             646
<SECURITIES>                                    20,214
<RECEIVABLES>                                   63,070
<ALLOWANCES>                                       807
<INVENTORY>                                     13,507
<CURRENT-ASSETS>                               104,306
<PP&E>                                         470,696
<DEPRECIATION>                                 215,329
<TOTAL-ASSETS>                                 381,969
<CURRENT-LIABILITIES>                           73,195
<BONDS>                                        128,969
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         3,091
<OTHER-SE>                                     130,313
<TOTAL-LIABILITY-AND-EQUITY>                   381,969
<SALES>                                         15,634
<TOTAL-REVENUES>                                78,668
<CGS>                                           11,974
<TOTAL-COSTS>                                   52,938
<OTHER-EXPENSES>                                17,644
<LOSS-PROVISION>                                  (93)
<INTEREST-EXPENSE>                               2,545
<INCOME-PRETAX>                                  6,422
<INCOME-TAX>                                     2,421
<INCOME-CONTINUING>                              4,001
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,001
<EPS-PRIMARY>                                      .20
<EPS-DILUTED>                                      .20
        

</TABLE>