As filed with the Securities and Exchange Commission on July 31, 2000
                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                                KIRBY CORPORATION
             (Exact name of registrant as specified in its charter)


                                Nevada 74-1884980
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                           55 Waugh Drive, Suite 1000
                              Houston, Texas 77007
          (Address of principal executive offices, including zip code)

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

              2000 DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION

                            (Full title of the plan)
                       ----------------------------------

              J. H. Pyne                   Copy to: Thomas G. Adler, Esq.
              President                             Jenkens & Gilchrist,
              KIRBY CORPORATION                     A Professional Corporation
              55 Waugh Drive, Suite 1000            1445 Ross Avenue, Suite 3200
              Houston, Texas 77007                  Dallas, Texas 75202
              (Name and address of agent for service)

              (713) 435-1000
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                                                                      
==========================================================================================================================
                                                     Proposed maximum       Proposed maximum
        Title of                 Amount to            offering price           aggregate                Amount of
securities to be registered    be registered (1)     per share (2)(3)    offering price (2)(3)    registration fee (3)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value           100,000                $22.125             $2,197,187.50              $580.06
$.10 per share
==========================================================================================================================


(1)  Consists  of  100,000  shares of common  stock  reserved  for  issuance  to
directors of Kirby Corporation (the "Corporation") pursuant to the 2000 Director
Stock Option Plan for Kirby Corporation (the "Plan").  In addition,  pursuant to
Rule 416 under the  Securities  Act of 1933,  this  Registration  Statement also
covers an indeterminate  number of additional shares of the Corporation's Common
Stock (the "Common Stock")  issuable  pursuant to the exercise of options and/or
awards  granted or to be granted  under the Plan to  prevent  dilution  that may
result from any future stock  splits,  stock  dividends or similar  transactions
affecting the Common Stock.

(2)  Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common  stock  offered  hereunder  pursuant  to the Plan is based upon 95,000
shares of Common Stock  reserved for issuance under the Plan, but not subject to
outstanding stock options issued under the Plan, at a price of $22.125, which is
the average of the highest and lowest price per share of Common Stock on the New
York Stock  Exchange on July 28,  2000;  and (ii) 5,000  shares of Common  Stock
reserved for issuance and subject to stock  options  already  granted  under the
Plan at an exercise price of $19.0625 per share.









                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         The Corporation  hereby  incorporates by reference in this registration
statement the following  documents  previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission"):

     (1)  the Corporation's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Commission;

     (2)  the Corporation's Annual Report on Form 11-K for the fiscal year ended
          December 31, 1999, filed with the Commission;

     (3)  the Corporation's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000, filed with the Commission;

     (4)  the Corporation's Current Report on Form 8-K filed with the Commission
          on October 14, 1999;

     (5)  the Corporation's Current Report on Form 8-K filed with the Commission
          on July 20, 2000; and

     (6)  the description of the Common Stock, par value $0.10 per share, of the
          Corporation  (the  "Common  Stock")  set  forth  in  the  Registration
          Statement on Form 8-B, dated October 14, 1976, including any amendment
          or report filed for the purpose of updating such description.

         All documents filed by the Corporation with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement,  shall be deemed to be  incorporated  herein by reference and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

- --------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.







Item 5.  Interests of Named Experts and Counsel

         Certain  matters with respect to the validity of the Common Stock to be
offered  hereby  will be passed on for the  Company  by Jenkens &  Gilchrist,  a
Professional Corporation.  Thomas G. Adler, the Secretary of the Corporation, is
a shareholder of Jenkens & Gilchrist, a Professional Corporation.

Item 6.  Indemnification of Directors and Officers

     (a) The Restated  Articles of Incorporation  of the registrant  provide for
indemnification as follows:

               "TWELFTH:  1. The Corporation  shall indemnify any person who was
               or is a  party  or is  threatened  to be  made  a  party  to  any
               threatened,  pending or  completed  action,  suit or  proceeding,
               whether civil, criminal, administrative or investigative,  except
               an action by or in the right of the Corporation, by reason of the
               fact that he is or was a director,  officer, employee or agent of
               the  Corporation,  or is or was  serving  at the  request  of the
               Corporation as a director,  officer, employee or agent of another
               corporation,   partnership,   joint   venture,   trust  or  other
               enterprise,   against   expenses,   including   attorneys'  fees,
               judgments,  fines and amounts  paid in  settlement  actually  and
               reasonably incurred by him in connection with the action, suit or
               proceeding  if he acted in good  faith  and in a manner  which he
               reasonably believed to be in or not opposed to the best interests
               of the  Corporation,  and, with respect to any criminal action or
               proceeding,  has no  reasonable  cause to believe his conduct was
               unlawful.  The  termination of any action,  suit or proceeding by
               judgment,  order, settlement,  conviction, or upon a plea of nolo
               contendere  or its  equivalent,  does not,  of  itself,  create a
               presumption  that the  person  did not act in good faith and in a
               manner  which he  reasonably  believed to be in or not opposed to
               the best interests of the Corporation,  and that, with respect to
               any criminal  action or proceeding,  he had  reasonable  cause to
               believe that his conduct was unlawful.  2. The Corporation  shall
               indemnify any person who was or is a party or is threatened to be
               made a party to any  threatened,  pending or completed  action or
               suit by or in the right of the  Corporation to procure a judgment
               in its favor by reason of the fact that he is or was a  director,
               officer,  employee  or  agent  of the  Corporation,  or is or was
               serving at the request of the Corporation as a director, officer,
               employee  or agent of  another  corporation,  partnership,  joint
               venture,  trust or other enterprise  against expenses,  including
               amounts  paid in  settlement  and  attorneys'  fees  actually and
               reasonably  incurred  by him in  connection  with the  defense or
               settlement of the action or suit if he acted in good faith and in
               a manner which he reasonably  believed to be in or not opposed to
               the best interests of the Corporation.  Indemnification shall not
               be made for any claim,  issue or matter as to which such a person
               has been  adjudged by a court of  competent  jurisdiction,  after
               exhaustion  of  all  appeals  therefrom,  to  be  liable  to  the
               Corporation or for amounts paid in settlement to the  corporation
               unless and only to the extent  that the court in which the action
               or suit was brought







               or  other  court  of  competent   jurisdiction   determines  upon
               application  that in view of all the  circumstances  of the case,
               the person is fairly and  reasonably  entitled to  indemnity  for
               such expenses as the court deems proper.  3. To the extent that a
               director,  officer,  employee or agent of a corporation  has been
               successful  on the merits or  otherwise in defense of any action,
               suit  or  proceeding  referred  to in  sections  1 and 2 of  this
               Article  Twelfth,  or in defense  of any  claim,  issue or matter
               therein,  he  must  be  indemnified  by the  corporation  against
               expenses,  including  attorneys'  fees,  actually and  reasonably
               incurred by him in connection with the defense.

               4. Any  indemnification  under  section  1 and 2 of this  Article
               Twelfth,  unless  ordered  by a court  or  advanced  pursuant  to
               section  5  of  this  Article  Twelfth,   must  be  made  by  the
               Corporation  only  as  authorized  in the  specific  case  upon a
               determination  that  indemnification  of the  director,  officer,
               employee   or  agent  is   proper  in  the   circumstances.   The
               determination must be made:

                    (a) By the stockholders;

                    (b) By the board of directors  by majority  vote of a quorum
                    consisting  of  directors  who were not  parties to the act,
                    suit or proceeding;

                    (c) If a majority  vote of a quorum  consisting of directors
                    who  were not  parties  to the act,  suit or  proceeding  so
                    orders,  by independent  legal counsel in a written opinion;
                    or

                    (d) If a quorum consisting of directors who were not parties
                    to the  act,  suit or  proceeding  cannot  be  obtained,  by
                    independent legal counsel in a written opinion.

               5. The expenses of officers and directors incurred in defending a
               civil or criminal action,  suit or proceeding must be paid by the
               Corporation  as they are  incurred  and in  advance  of the final
               disposition of the action,  suit or proceeding upon receipt of an
               undertaking  by or on behalf of the  director or officer to repay
               the amount if it is ultimately determined by a court of competent
               jurisdiction  that he is not  entitled to be  indemnified  by the
               Corporation.  The  provisions  of this  section 5 of this Article
               Twelfth do no affect any rights to  advancement  of  expenses  to
               which corporate personnel other than directors or officers may be
               entitled under any contract or otherwise by law.

               6. The  indemnification  and advancement of expenses  provided by
               this Article Twelfth:

                    (a) Does not  exclude  any  other  rights  to which a person
                    seeking  indemnification  or  advancement of expenses may be
                    entitled under thes articles of incorporation or any bylaws,







                    agreement,  vote of stockholders or disinterested  directors
                    or otherwise,  for either an action in his official capacity
                    or an action in another  capacity  while holding his office,
                    except  that  indemnification,  unless  ordered  by a  court
                    pursuant  to  section 2 of this  Article  Twelfth or for the
                    advancement  of  expenses of any  director or officer,  if a
                    final  adjudication  establishes  that his acts or omissions
                    involved   intentional   misconduct,   fraud  or  a  knowing
                    violation  of the law  and  was  material  to the  cause  of
                    action.

                    (b)  Continues for a person who has ceased to be a director,
                    officer,  employee or agent and inures to the benefit of the
                    heirs, executors and administrators of such person.

               7. The  Corporation  may purchase and maintain  insurance or make
               other  financial  arrangements  on behalf of any person who is or
               was a director, officer, employee or agent of the Corporation, or
               is or  was  serving  at  the  request  of  the  Corporation  as a
               director,  officer,  employee  or agent of  another  corporation,
               partnership,  joint  venture,  trust or other  enterprise for any
               liability   asserted  against  him  and  liability  and  expenses
               incurred by him in his capacity as a director,  officer, employee
               or agent,  or arising  out of his status as such,  whether or not
               the  corporation  has the authority to indemnify him against such
               liability and expenses.

               8.  The  other  financial  arrangements  made by the  corporation
               pursuant  to section 7 of this  Article  Twelfth  may include the
               following:

                    (a) The creation of a trust fund.

                    (b) The establishment of a program of self-insurance.

                    (c) The securing of its  obligation  of  indemnification  by
                    granting a security  interest or other lien on any assets of
                    the Corporation.

                    (d) The  establishment  of a letter of credit,  guaranty  or
                    surety.

               No  financial  arrangement  made  pursuant  to this  section  may
               provide  protection for a person adjudged by a court of competent
               jurisdiction,  after exhaustion of all appeals  therefrom,  to be
               liable for intentional  misconduct,  fraud or a knowing violation
               of law,  except with  respect to the  advancement  of expenses or
               indemnification ordered by a court.

               9. Any insurance or other financial arrangement made on behalf of
               a person  pursuant to this Article Twelfth may he provided by the
               Corporation  or  any  other  person  approved  by  the  board  of
               directors,  even if all or part of the  other  person's  stock or
               other securities is owned by the Corporation.

               10. In the absence of fraud:







                    (a)  The  decision  of  the  board  of  directors  as to the
                    propriety of the terms and  conditions  of any  insurance or
                    other  financial  arrangement  made pursuant to this Article
                    Twelfth  and  the  choice  of  the  person  to  provide  the
                    insurance   or   other   financial   arrangement   shall  be
                    conclusive; and

                    (b) The insurance or other financial arrangement:

                    (1) Is not void or voidable; and

                    (2) Does not subject any  director  approving it to personal
                    liability for his action,  even if a director  approving the
                    insurance or other financial arrangement is a beneficiary of
                    the insurance or other financial arrangement."

                    (b) The  Corporation's  Bylaws provide that the  Corporation
                    shall  indemnify each and every present and former  director
                    and officer of the  Corporation,  and each and every  person
                    who  may  have  served  at the  Corporation's  request  as a
                    director  or  officer of  another  corporation  in which the
                    Corporation  owns  shares of  capital  stock or of which the
                    Corporation is a creditor  (each of which other  corporation
                    is   individually   referred   to   herein   as  an   "Other
                    Enterprise"),   against  any  and  all  expenses  (including
                    attorneys' fees) actually and necessarily incurred by him in
                    connection   with  the  defense  of  any  action,   suit  or
                    proceeding  in which he was or is a party by reason of being
                    or having been a director or officer of the  Corporation  or
                    Other Enterprise to the fullest extent permitted by law. The
                    rights of  indemnification  provided  in the  Bylaws  are in
                    addition to any other rights to which a person may otherwise
                    be entitled  by any other  provisions  of the  Corporation's
                    Restated Articles of Incorporation, statute, agreement, vote
                    of stockholders or otherwise.

                         The  Corporation's  Bylaws  further  provide  that  the
                    Corporation  shall  indemnify  officers and directors of the
                    Corporation,  as well as other  persons  who serve as agents
                    and employees of the Corporation, to the extent set forth in
                    the Corporation's Restated Articles of Incorporation.

                         Additionally, the Corporation's Bylaws provide that the
                    Corporation  may purchase  and maintain  insurance on behalf
                    of, and contractually agree to indemnify,  any person who is
                    or  was a  director,  officer,  employee  or  agent  of  the
                    Corporation,  or is or was  serving  at the  request  of the
                    Corporation  as a  director,  officer,  employee or agent of
                    another corporation,  partnership,  joint venture,  trust or
                    other enterprise  against any liability asserted against him
                    and incurred by him in any such capacity,  or arising out of
                    his  status as such,  whether or not the  Corporation  would
                    have the power to indemnify him against such liability under
                    the provisions of the Bylaws.

                    (c) The  Corporation  has entered into  agreements with each
                    Director  and  certain  key  officers,  including  Norman W.
                    Nolen, Mark R. Buese, Steven P. Valerius, Dorman L. Strahan,
                    Jack M. Sims, Connie C. Power,  Howard G. Runser, G. Stephen
                    Holcomb  and  Thomas  G.  Adler,  and  certain  officers  of
                    subsidiaries  of  the  Corporation,  that  provide  for  the
                    indemnification of such individuals for certain  liabilities
                    incurred in such capacity.








Item 8.  Exhibits.

         (a)      Exhibits.

          The  following  documents  are  filed  as a part of this  registration
     statement.

         Exhibit           Description of Exhibit

          4.1  Restated Articles of Incorporation of Kirby Exploration  Company,
               Inc., as amended  (incorporated  by reference from Exhibit 3.1 to
               the  Corporation's  Registration  Statement on Form S-3, Reg. No.
               33-30832, filed with the Commission on August 30, 1989).

          4.2  Certificate of Amendment of Restated Articles of Incorporation of
               the  Corporation  (incorporated  by reference from Exhibit 3.2 to
               the  Corporation's  Annual Report on Form 10-K for the year ended
               December 31, 1990).

          4.3* 2000 Director Stock Option Plan for Kirby Corporation

          4.4* Form of Nonincentive  Stock Option  Agreement,  Kirby Corporation
               2000 Director Stock Option Plan

          5.1* Opinion of Jenkens & Gilchrist, A Professional Corporation

         23.1* Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in their opinion filed as Exhibit 5.1)

         23.2* Consent of KPMG LLP

         23.3* Consent of Deloitte & Touche LLP

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

*        Filed herewith.








Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the  Securities  Act of 1933 (the  "Securities
Act"),  each filing of the registrant's  annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.






                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, on July 31, 2000.

                                    KIRBY CORPORATION

                                    By:/s/ J.H. Pyne
                                       -----------------------------------------
                                       J. H. Pyne
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby   constitutes  and  appoints  J.  H.  Pyne  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution  and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might  or  could  do  in  person  hereby  ratifying  and  confirming  that  said
attorney-in-fact  and agent or his  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:



                                                                                                   
            Signature                                          Capacity                                     Date


/s/  C. Berdon Lawrence                                 Chairman of the Board and                        July 31, 2000
- --------------------------------------------------      Director of the Company
C. Berdon Lawrence

/s/  J. H. Pyne                                         President, Director and Principal                July 31, 2000
- -------------------------------------------------       Executive Officer of the Company
J. H. Pyne

/s/ Norman W. Nolen                                     Executive Vice President,                        July 31, 2000
- ---------------------------------------------------     Treasurer, Assistant Secretary and
Norman W. Nolen                                         Principal Financial Officer of the
                                                        Company

/s/  G. Stephen Holcomb                                 Vice President, Controller,                      July 31, 2000
- ---------------------------------------------------     Assistant Secretary and Principal
G. Stephen Holcomb                                      Accounting Officer of the
                                                        Company

/s/   Philip J. Burguieres                              Director of the Company                          July 31, 2000
- -------------------------------------------------------
Philip J. Burguieres

/s/   C. Sean Day                                       Director of the Company                          July 31, 2000
- -------------------------------------------------------
C. Sean Day

/s/   Bob G. Gower                                      Director of the Company                          July 31, 2000
- -----------------------------------------------------
Bob G. Gower








/s/  William M. Lamont, Jr.                             Director of the Company                          July 31, 2000
- --------------------------------------------------
William M. Lamont, Jr.

/s/  George A. Peterkin, Jr.                            Director of the Company                          July 31, 2000
- ---------------------------------------------------
George A. Peterkin, Jr.

/s/  Robert G. Stone, Jr.                               Director of the Company                          July 31, 2000
- ------------------------------------------------------
Robert G. Stone, Jr.

                                                                     EXHIBIT 4.3



                         2000 DIRECTOR STOCK OPTION PLAN

                                       FOR

                                KIRBY CORPORATION

     1.  Purpose.  The purpose of this Plan is to advance the interests of Kirby
Corporation,  a Nevada  corporation (the "Company"),  by providing an additional
incentive to attract and retain  qualified and competent  directors,  upon whose
efforts and  judgment the success of the Company is largely  dependent,  through
the encouragement of stock ownership in the Company by such persons.

     2. Definitions.  As used herein, the following terms shall have the meaning
indicated:

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Committee" shall mean the Compensation Committee, if any, appointed by
the Board.

     (c) "Date of Grant" shall mean the date on which an Option is granted to an
Eligible Person,  provided it is followed,  as soon as reasonably  possible,  by
written notice to the Eligible Person of the grant.

     (d) "Director" shall mean a member of the Board.

     (e) "Eligible  Person(s)" shall mean those persons who are Directors of the
Company and who are not employees of the Company or a Subsidiary.

     (f) "Fair  Market  Value" of a Share  shall be the mean of the high and low
sales price on the New York Stock  Exchange on the day of reference as quoted in
any  newspaper  of general  circulation  or, if the  Shares  shall not have been
traded on such  exchange on such date,  the mean of the high and low sales price
on such  exchange  on the next day prior  thereto  on which the  Shares  were so
traded, as quoted in any newspaper of general circulation. If the Shares are not
listed for trading on the New York Stock Exchange,  the fair market value on the
date  of  reference  shall  be  determined  by any  fair  and  reasonable  means
prescribed by the Board.

     (g) "Internal  Revenue Code" or "Code" shall mean the Internal Revenue Code
of 1986, as it now exists or may be amended from time to time.

     (h)  "Non-Employee  Director"  shall have the meaning given to such term in
Rule 16b- 3(b)(3) under the Securities Act of 1934, as amended.

     (i)  "Nonincentive  Stock  Option"  shall  mean  an  option  that is not an
incentive stock option as defined in Section 422A of the Internal Revenue Code.

     (j) "Option"  (when  capitalized)  shall mean any option granted under this
Plan.

     (k) "Optionee"  shall mean a person to whom a stock option is granted under
this Plan or







any  successor  to the  rights of such  person  under this Plan by reason of the
death of such person.

     (l)  "Plan"  shall  mean this 2000  Director  Stock  Option  Plan for Kirby
Corporation.

     (m) "Share(s)"  shall mean a share or shares of the common stock, par value
ten cents ($0.10) per share, of the Company.

     (n) "Subsidiary" shall mean any corporation (other than the Company) in any
unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Option, each of the corporations other than the last corporation
in the unbroken  chain owns stock  possessing  50% or more of the total combined
voting  power of all classes of stock in one of the other  corporations  in such
chain.

     3. Shares and Options. The maximum number of Shares to be issued
pursuant  to Options  under this Plan shall be ONE  HUNDRED  THOUSAND  (100,000)
Shares from Shares held in the Company's  treasury.  If any Option granted under
the Plan  shall  terminate,  expire or be  cancelled  or  surrendered  as to any
Shares,  new Options may thereafter be granted covering such Shares.  Any Option
granted hereunder shall be a Nonincentive Stock Option.

     4. Automatic Grant of Options.

     (a) Options shall  automatically be granted to Eligible Persons as provided
in this Section 4. Each Option shall be  evidenced  by an option  agreement  and
shall  contain  such  terms  as are  not  inconsistent  with  this  Plan  or any
applicable law. Any person who files with the Committee,  in a form satisfactory
to the  Committee,  a written  waiver of eligibility to receive any Option under
this Plan shall not be eligible  to receive  any Option  under this Plan for the
duration of such waiver.

     (b) The Options automatically granted to Directors under this Plan shall be
in addition to regular  director's  fees or other  benefits  with respect to the
Director's  position with the Company or its Subsidiaries.  Neither the Plan nor
any  Option  granted  under the Plan shall  confer  upon any person any right to
continue to serve as a Director.

     (c) Any Eligible  Person who is elected a Director for the first time after
July 25, 1999 (the date of the  termination  of the 1989  Director  Stock Option
Plan for the Company) shall automatically be granted an Option for FIVE THOUSAND
(5,000)  Shares on the later of (i) the effective  date of this Plan or (ii) the
date of such Eligible Person's first election as a Director, which date shall be
the Date of Grant for such Option.

     5. Option Price. The option price per Share of any Option shall be the Fair
Market  Value  per  Share  on the date of the  Optionee's  first  election  as a
Director.

     6. Exercise of Options. Any Option may be exercised on or after the Date of
Grant.  An Option  shall be deemed  exercised  when (i) the Company has received
written notice of such exercise in accordance with the terms of the Option, (ii)
full payment of the aggregate  option price of the Shares as to which the Option
is exercised has been made, and (iii) arrangements that are satisfactory







to the  Committee  in its sole  discretion  have  been  made for the  Optionee's
payment to the Company of the amount,  if any, that the Committee  determines to
be necessary for the Company to withhold in accordance with  applicable  Federal
or state income tax withholding requirements. Pursuant to procedures approved by
the Committee, tax withholding  requirements,  at the option of an Optionee, may
be met by  withholding  Shares  otherwise  deliverable  to the Optionee upon the
exercise of an Option.  Unless  further  limited by the Committee in any Option,
the  option  price of any  Shares  purchased  shall be paid  solely in cash,  by
certified or cashier's  check,  by money order, by personal check or with Shares
(but  with  Shares  only if  permitted  by any  option  agreement  or  otherwise
permitted by the Committee in its sole discretion at the time of exercise) or by
a combination of the above. If the option price is paid in whole or in part with
Shares,  the value of the Shares surrendered shall be their Fair Market Value on
the date received by the Company.

     7. Termination of Option Period. The unexercised portion of an Option shall
automatically  and without notice terminate and become null and void at the time
of the earliest to occur of the following:

     (a) thirty (30) days after the date that Optionee ceases to be a
Director  regardless  of the  reason  therefor  other  than as a result  of such
termination by death of the Optionee;

     (b) (i) one year after the date that the  Optionee  ceases to be a Director
by reason of death of the Optionee,  or (ii) six months after the Optionee shall
die if that shall occur during the  thirty-day  period  described in  Subsection
7(a); or

     (c) the tenth (10th) anniversary of the Date of Grant of the Option.

     8. Adjustment of Shares.

     (a) If at any time while the Plan is in effect or  unexercised  Options are
outstanding, there shall be any increase or decrease in the number of issued and
outstanding  Shares  through the  declaration of a stock dividend or through any
recapitalization  resulting  in a stock  split-up,  combination  or  exchange of
Shares, then and in such event:

          (i)  appropriate  adjustment  shall be made in the  maximum  number of
     Shares  then  subject to being  optioned  under the Plan,  so that the same
     proportion of the Company's issued and outstanding Shares shall continue to
     be subject to being so optioned, and

          (ii) appropriate  adjustment shall be made in the number of Shares and
     the  exercise  price per Share  thereof  then  subject  to any  outstanding
     Option, so that the same proportion of the Company's issued and outstanding
     Shares  shall  remain  subject to purchase at the same  aggregate  exercise
     price.

     (b) Except as  otherwise  expressly  provided  herein,  the issuance by the
Company of shares of its capital stock of any class,  or securities  convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the  exercise  of rights or  warrants  to  subscribe  therefor,  or upon
conversion of shares or obligations of the Company convertible into such shares







or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or exercise  price of Shares then subject
to outstanding Options granted under the Plan.

     (c) Without  limiting the  generality  of the  foregoing,  the existence of
outstanding  Options  granted  under the Plan shall not affect in any manner the
right or power of the Company to make,  authorize or  consummate  (i) any or all
adjustments,   recapitalizations,   reorganizations  or  other  changes  in  the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities,  or preferred or
preference  stock  that would  rank  above the  Shares  subject  to  outstanding
Options;  (iv) the  dissolution  or  liquidation  of the Company;  (v) any sale,
transfer  or  assignment  of all or any part of the  assets or  business  of the
Company;  or (vi) any other  corporate act or  proceeding,  whether of a similar
character or otherwise.

     9.  Transferability of Options.  Each Option shall provide that such Option
shall not be transferable by the Optionee  otherwise than by will or the laws of
descent  and  distribution  and that so long as an  Optionee  lives,  only  such
Optionee  or his  guardian  or legal  representative  shall  have  the  right to
exercise such Option.

     10. Issuance of Shares. No person shall be, or have any of the rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject to any Option  unless and until  certificates  representing  such Shares
shall have been issued and  delivered  to such  person.  As a  condition  of any
transfer of the certificate for Shares, the Committee may obtain such agreements
or  undertakings,  if any,  as it may deem  necessary  or  advisable  to  assure
compliance  with  any  provision  of the  Plan,  any  agreement  or  any  law or
regulation including, but not limited to, the following:

          (a) a  representation,  warranty or  agreement  by the Optionee to the
     Company,  at the time any Option is exercised,  that he or she is acquiring
     the  Shares to be issued to him or her for  investment  and not with a view
     to, or for sale in connection  with, the  distribution  of any such Shares;
     and

          (b) a representation, warranty or agreement to be bound by any legends
     that are, in the opinion of the  Committee,  necessary  or  appropriate  to
     comply with the provisions of any securities law deemed by the Committee to
     be applicable to the issuance of the Shares and are endorsed upon the Share
     certificates.

Share  certificates  issued to an  Optionee  who is a party to any  shareholders
agreement  or a similar  agreement  shall  bear the  legends  contained  in such
agreements.

     11. Administration of the Plan.

          (a) The Plan shall be administered by the Committee  consisting of not
     less than three (3) Directors  who are  Non-Employee  Directors;  provided,
     however,  that if no such Committee is appointed,  the Board (if a majority
     of  which  and a  majority  of  the  Directors  acting  on any  matter  are
     Non-Employee  Directors)  shall  administer  the Plan and in such  case all
     references to the Committee shall be deemed to be references to the Board.







     The Committee shall have all of the powers of the Board with respect to the
     Plan.

          (b) The Committee,  from time to time, may adopt rules and regulations
     for  carrying  out the  purposes of the Plan.  The  determinations  and the
     interpretation  and  construction  of  any  provision  of the  Plan  by the
     Committee shall be final and conclusive.

     12. Interpretation.

          (a) If any provision of the Plan is held invalid for any reason,  such
     holding shall not affect the remaining  provisions  hereof, but instead the
     Plan shall be construed  and enforced as if such  provision  had never been
     included in the Plan.

          (b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

          (c) Headings  contained in this Agreement are for convenience only and
     shall in no manner be construed as part of this Plan.

          (d) Any reference to the masculine, feminine or neuter gender shall be
     a reference to each other gender as appropriate.

     13. Effective Date and Termination  Date. The effective date of the Plan is
the date set forth below,  on which date the Board  adopted this Plan.  The Plan
shall terminate on the tenth anniversary of the effective date.

ADOPTED BY THE BOARD:     January 18, 2000

EFFECTIVE DATE:           January 18, 2000

                                                                     EXHIBIT 4.4


                       NONINCENTIVE STOCK OPTION AGREEMENT
                                KIRBY CORPORATION

                         2000 DIRECTOR STOCK OPTION PLAN

         A Nonincentive  Stock Option for a total of _________  shares of Common
Stock,  par value $0.10 per share,  of Kirby  Corporation  (the  "Company"),  is
hereby granted to

(the  "Optionee")  at the price  determined  as provided in, and in all respects
subject to the terms,  definitions  and  provisions  of, the 2000 Director Stock
Option Plan for Kirby Corporation (the "Plan"),  which is incorporated herein by
reference.

     1. Option Price. The option price is $_________ for each share,  being 100%
of the  ------------  Fair  Market  Value (as defined in the Plan) of the Common
Stock on __________, the date the Optionee was first elected as a Director.

     2. Exercise of Option. This Option shall be exercisable in whole or in part
on or ------------------ after the Date of Grant as follows:

          (i) Method of Exercise.  This Option shall be exercisable by a written
     notice ------------------ delivered to the Company which shall:

               (a) state the  election to exercise  the Option and the number of
          shares in respect of which it is being exercised; and

               (b) be signed by the person or persons  entitled to exercise  the
          Option and, if the Option is being  exercised by any person or persons
          other than the Optionee, be accompanied by proof,  satisfactory to the
          Company,  of the  right of such  person or  persons  to  exercise  the
          Option.

          (ii) Payment. Payment of the purchase price of any shares with respect
     to which this  Option is being  exercised  shall be by cash,  certified  or
     cashier's check, money order, personal check, shares of Common Stock of the
     Company, or by a combination of the above, delivered to the Company and the
     exercise shall not be effective until such payment is made. If the exercise
     price  is paid in whole  or in part  with  shares  of  Common  Stock of the
     Company,  the value of the shares  surrendered  shall be their Fair  Market
     Value on the date received by the Company.  The certificate or certificates
     for shares of Common Stock as to which the Option shall be exercised  shall
     be registered in the name of the person or persons exercising the Option.

          (iii) Withholding.  Optionee shall make satisfactory  arrangements for
     the  -----------  withholding of any amounts  necessary for  withholding in
     accordance with applicable Federal or State income tax laws.













          (iv) Restrictions on Exercise. ------------------------

               (a) This  Option  may not be  exercised  if the  issuance  of the
          shares  upon  such  exercise  would  constitute  a  violation  of  any
          applicable   Federal  or  State  securities  or  other  law  or  valid
          regulation. As a condition to the exercise of this Option, the Company
          may require the person  exercising  this Option to make any agreements
          and  undertakings  that  may  be  required  by any  applicable  law or
          regulation.

               (b)  Shares  issued  upon the  exercise  of this  Option  without
          registration  of such  shares  under the  Securities  Act of 1933,  as
          amended (the "Act"),  shall be  restricted  securities  subject to the
          terms of Rule 144 under the Act.  The  certificates  representing  any
          such shares shall bear an appropriate legend restricting  transfer and
          the  transfer  agent  of the  Company  shall be  given  stop  transfer
          instructions with respect to such shares.

     3.  Nontransferability of Option. This Option may not be transferred by the
Optionee  otherwise than by will or the laws of descent and  distribution and so
long  as the  Optionee  lives,  only  the  Optionee  or his  guardian  or  legal
representative  shall have the right to exercise this Option.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     4. Term of Option. This Option may not be exercised after the expiration of
ten (10) years  from the Date of Grant of this  Option and is subject to earlier
termination  as provided in the Plan.  This Option may be exercised  during such
times only in accordance with the Plan and the terms of this Option.

Date of Grant:                              KIRBY CORPORATION

                                            --------------------------------
_______________                             By


         Optionee  acknowledges  receipt of a copy of the Plan,  and  represents
that he is familiar with the terms and  provisions  thereof,  and hereby accepts
this Option  subject to all of the terms and  provisions  of the Plan.  Optionee
hereby  agrees to accept  as  binding,  conclusive  and  final all  decision  or
interpretations  of the  Committee  (as defined in the Plan) upon any  questions
arising under the Plan.


                                             ------------------------------
                                             Optionee

                                                                     EXHIBIT 5.1





                                     July 31, 2000


Kirby Corporation
55 Waugh Drive, Suite 1000
Houston, Texas  77007

         Re:      Registration Statement on Form S-8

Gentlemen:

         We have  acted as counsel to Kirby  Corporation,  a Nevada  corporation
(the  "Corporation"),  in connection  with the  preparation of the  Registration
Statement  on Form  S-8 (the  "Registration  Statement")  to be  filed  with the
Securities and Exchange Commission on July 31, 2000, under the Securities Act of
1933, as amended (the "Securities Act"), relating to 100,000 shares of the $0.10
par value  common  stock (the  "Common  Stock") of the  Corporation  that may be
issued upon the exercise of option granted or that may be granted under the 2000
Director Stock Option Plan for Kirby Corporation (the "Plan").

         You have  requested  the  opinion of this firm with  respect to certain
legal  aspects  of the  proposed  offering.  In  connection  therewith,  we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the  Articles  of  Incorporation  and the Bylaws of the  Corporation,  as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the  establishment  of the Plan and the  reservation  of 100,000
shares of Common Stock to be issued under the Plan and to which the Registration
Statement  relates;  (3)  the  Registration   Statement  and  exhibits  thereto,
including  the Plan;  and (4) such other  documents and  instruments  as we have
deemed necessary for the expression of the opinions herein contained.  In making
the foregoing  examinations,  we have assumed the  genuineness of all signatures
and the  authenticity  of all documents  submitted to us as  originals,  and the
conformity to original  documents of all documents  submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the  Articles  of  Incorporation,  the Bylaws,
minutes,   records,   resolutions   and  other  documents  or  writings  of  the
Corporation, we have relied, to the extent we deem reasonably appropriate,  upon
representations  or certificates of officers or directors of the Corporation and
upon  documents,  records and  instruments  furnished to us by the  Corporation,
without independent check or verification of their accuracy.

     Based upon our  examination  and  consideration  of, and  reliance  on, the
documents and other matters described above, and subject to the comments and










Kirby Corporation
July 31, 2000
Page 2



assumptions  noted below, we are of the opinion that the  Corporation  presently
has  available at least  100,000  shares of  authorized  but unissued  shares of
Common Stock and/or treasury shares of Common Stock. From these shares of Common
Stock,  the shares of Common  Stock  proposed to be sold through the Plan may be
issued.  Assuming  that:  (i) the  outstanding  options were duly  granted,  the
options to be granted in the  future  are duly  granted in  accordance  with the
terms of the Plan and the shares of Common  Stock to be issued  pursuant  to the
exercise of options are duly  issued in  accordance  with the terms of the Plan,
(ii) the Company  maintains an adequate number of authorized but unissued shares
and/or  treasury  shares of Common Stock available for issuance to those persons
who exercise  options,  and (iii) the  consideration  for shares of Common Stock
issued  pursuant to the exercise of options is actually  received by the Company
in  accordance  with the  terms of the Plan and  exceeds  the par  value of such
shares,  then we are of the  opinion  that the  shares  of Common  Stock  issued
pursuant  to the  exercise of options  and in  accordance  with the terms of the
Plan, will be duly and validly issued, fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to references to our firm included in or made a part
of the Registration  Statement.  In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities  Act or the Rules and  Regulations of the Securities and Exchange
Commission thereunder.

                                           Very truly yours,

                                           JENKENS & GILCHRIST,
                                           a Professional Corporation

                                           By:/s/ Thomas G. Adler
                                              ----------------------------------
                                              Thomas G. Adler

                                                                    EXHIBIT 23.2


                         INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Kirby Corporation


We consent to the use of our reports incorporated herein by reference.




/s/ KPMG LLP
KPMG LLP



Houston, Texas
July 31, 2000

                                                                    Exhibit 23.3


                          INDEPENDENT AUDITORS' CONSENT

We consent to incorporate by reference in the Registration Statement on Form S-8
of Kirby Corporation and consolidated  subsidiaries of our report dated February
18, 1998,  relating to the  consolidated  balance sheets of Universal  Insurance
Company and  subsidiaries  as of December 31, 1997 and the related  consolidated
statements  of earnings,  stockholders'  equity and cash flows for the year then
ended,  which report appears in the December 31, 1999 Annual Report on Form 10-K
of Kirby Corporation and consolidated subsidiaries.



/s/ DELOITTE & TOUCHE LLP
- --------------------------------
DELOITTE & TOUCHE LLP


San Juan, Puerto Rico
July 31, 2000