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                                 UNITED STATES                       
                       SECURITIES AND EXCHANGE COMMISSION            
                             WASHINGTON, D.C. 20549                  
                                                                     
                                  SCHEDULE 13G                       
                                                                     
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934        
                                                                     
                              (AMENDMENT NO. 2)*
                                        

                                   KIRBY CORP
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   497266106
                    ---------------------------------------
                                 (CUSIP Number)


                               DECEMBER 31, 1998
- --------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:

     [ ] Rule 13d-1(b)

     [ ] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, 
and for any subsequent amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED 
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY 
VALID OMB CONTROL NUMBER.


                               Page 1 of 6 pages

<PAGE>   2
CUSIP No.      497266106
         ----------------------
_______________________________________________________________________________

1.  Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only).
GeoCapital LLC                                                    13-396-4629
- -------------------------------------------------------------------------------
_______________________________________________________________________________

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)
       ------------------------------------------------------------------------
    (b)
       ------------------------------------------------------------------------
_______________________________________________________________________________


3.  SEC Use Only
                 --------------------------------------------------------------
_______________________________________________________________________________

4.  Citizenship or Place of Organization Delaware
                                         --------------------------------------
_______________________________________________________________________________

<TABLE>
<CAPTION>
<S>            <C>
Number of      5. Sole Voting Power None
Shares Bene-                        -------------------------------------------
ficially       ________________________________________________________________
Owned by Each  
Reporting      6. Shared Voting Power None
Person With:                          -----------------------------------------
               ________________________________________________________________
            
               7. Sole Dispositive Power 1,903,930
                                         --------------------------------------
               ________________________________________________________________
            
               8. Shared Dispositive Power None
                                           ------------------------------------
</TABLE>

_______________________________________________________________________________

9.  Aggregate Amount Beneficially Owned by Each Reporting Person 1,903,930
                                                                 --------------

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
    Instructions)                                                           
                 --------------------------------------------------------------

11. Percent of Class Represented by Amount in Row (11) 9.10%
                                                       ------------------------
_______________________________________________________________________________

12. Type of Reporting Person (See Instructions)

     IA
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

_______________________________________________________________________________



                               Page 2 of 6 pages

<PAGE>   3
                         INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)  Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
     full legal name of each person for whom the report is filed -- i.e., each
     person required to sign the schedule itself -- including each member of a
     group. Do not include the name of a person required to be identified in the
     report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
     although disclosure of such numbers is voluntary, not mandatory (see
     "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and that membership is expressly affirmed, please check
     row 2(a). If the reporting person disclaims membership in a group or
     describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless a joint filing pursuant
     to Rule 13d-1(k)(1) in which case it may not be necessary to check row
     2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  Citizenship or Place of Organization -- Furnish citizenship if the named
     reporting person is a natural person. Otherwise, furnish place of
     organization.

(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.
     -- Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with the provisions of Item 4 of Schedule 13G. All percentages
     are to be rounded off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially owned in row (9)
     does not include shares as to which beneficial ownership is disclaimed
     pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange Act
     of 1934.

(12) Type of Reporting Person -- Please classify each "reporting person"
     according to the following breakdown (see Item 3 of Schedule 13G) and place
     the appropriate symbol on the form:


<TABLE>
<CAPTION>
Category                                                       Symbol
<S>                                                            <C>
Broker Dealer                                                    BD
Bank                                                             BK
Insurance Company                                                IC
Investment Company                                               IV
Investment Adviser                                               IA
Employee Benefit Plan, Pension Fund,
    or Endowment Fund                                            EP
Parent Holding Company/Control Person                            HC
Savings Association                                              SA
Church Plan                                                      CP
Corporation                                                      CO
Partnership                                                      PN
Individual                                                       IN
Other                                                            OO
</TABLE>


Notes: 

     Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D 1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.

     Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.



                               Page 3 of 6 pages

<PAGE>   4
     Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

     Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

     Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.  Statements filed pursuant to Rule 13d-1(b) containing the information
    required by this schedule shall be filed not later than February 14
    following the calendar year covered by the statement or within the time
    specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to
    Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
    13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
    filed not later than February 14 following the calendar year covered by the
    statement pursuant to Rules 13d-1(d) and 13d-2(b).

B.  Information contained in a form which is required to be filed by rules under
    section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered
    by a statement on this schedule may be incorporated by reference in response
    to any of the items of this schedule. If such information is incorporated by
    reference in this schedule, copies of the relevant pages of such form shall
    be filed as an exhibit to this schedule.

C.  The item numbers and captions of the items shall be included but the text of
    the items is to be omitted. The answers to the items shall be so prepared as
    to indicate clearly the coverage of the items without referring to the text
    of the items. Answer every item. If an item is inapplicable or the answer is
    in the negative, so state.

ITEM 1.

     (a) Name of Issuer KIRBY CORP                        

     (b) Address of Issuer's Principal Executive Offices 1775 ST. JAMES PLACE, 
         STE. 200, HOUSTON, TX 77251-1745
ITEM 2.

     (a) Name of Person Filing GEOCAPITAL LLC

     (b) Address of Principal Business Office or, if none, Residence 767 FIFTH 
         AVE-45TH FL, NEW YORK, NY 10153-4590

     (c) Citizenship DELAWARE

     (d) Title of Class of Securities COMMON STOCK

     (e) CUSIP Number 497266106

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
        240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: 

     (a) [ ]  Broker or dealer registered under section 15 of the Act (15 U.S.C.
              78o). 

     (b) [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). 

     (c) [ ]  Insurance company as defined in section 3(a)(19) of the Act (15
              U.S.C. 78c). 

     (d) [ ]  Investment company registered under section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8). 

     (e) [X]  An investment adviser in accordance with Section
              240.13d-1(b)(1)(ii)(E); 

     (f) [ ]  An employee benefit plan or endowment fund in accordance with
              Section 240.13d-1(b)(1)(ii)(F); 

     (g) [ ]  A parent holding company or control person in accordance with
              Section 240.13d-1(b)(ii)(G); 

     (h) [ ]  A savings association as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C. 1813); 

     (i) [ ]  A church plan that is excluded from the definition of an
              investment company under section 3(c)(14) of the Investment
              Company Act of 1940 (15 U.S.C. 80a-3);


                               Page 4 of 6 pages

<PAGE>   5
     (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

ITEM 4.  OWNERSHIP

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount Beneficially Owned: 1,903,930.

     (b) Percent of Class: 9.10%.

     (c) Number of shares as to which such person has:

        (i)   Sole power to vote or to direct the vote NONE.
         
        (ii)  Shared power to vote or to direct the vote NONE.

        (iii) Sole power to dispose or to direct the disposition of 1,903,930.

        (iv)  Shared power to dispose or to direct the disposition of NONE.

Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE 
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

ITEM 10. CERTIFICATION

     (a) The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(b):



                               Page 5 of 6 pages

<PAGE>   6
         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired and are held in
         the ordinary course of business and were not acquired and are not held
         for the purpose of or with the effect of changing or influencing the
         control of the issuer of the securities and were not acquired and are
         not held in connection with or as a participant in any transaction
         having that purpose or effect.

(b)  The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(c):

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.

                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                  January 27, 1999
                                       ----------------------------------------
                                                        Date

                                                  /s/ Irwin Lieber
                                       ----------------------------------------
                                                      Signature

                                         Irwin Lieber           Chairman & CIO
                                       ----------------------------------------
                                                      Name/Title

     The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

  ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                    CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


                               Page 6 of 6 pages