UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 24, 2005


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

              NEVADA                      1-7615                 74-1884980
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                             Identification No.)

     55 WAUGH DRIVE, SUITE 1000                                     77007
           HOUSTON, TEXAS                                        (Zip Code)
(Address of principal executive offices)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (713) 435-1000


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.  Entry into a Material Definitive Agreement.

     On January 24, 2005, the Compensation Committee of Kirby's Board of
Directors awarded discretionary bonuses to the Company's Chief Executive Officer
and four other most highly compensated executive officers (the "named executive
officers") under the Company's incentive bonus plan for 2004.

     The Company's incentive bonus plan is based on the achievement of three
equally weighted performance measures by each of the Company's three business
groups - inland marine transportation, diesel engine services and offshore
marine transportation - and by the Company as a whole.  The three performance
measures are EBITDA (net earnings before interest expense, taxes on income,
depreciation and amortization), return on total capital and earnings per share.

     At the beginning of the year, the Compensation Committee establishes
objectives for each of the three performance measures for the year, based on the
budget for the year approved by the Board of Directors.  A target bonus
expressed as a percentage of base salary was established for each participant.
There is a range of possible bonuses under the plan, with no bonus earned unless
at least 80% of the target performance is achieved and a maximum possible award
of 200% of the target bonus if 120% of the target performance is achieved.
Bonuses for employees of the Company itself (a holding company which conducts
operations through its subsidiaries) are based entirely on the performance of
the Company as a whole. Bonuses for the heads of the Company's business groups
are based 50% on the performance of the business group and 50% on overall
Company performance. Bonuses for all other employees in a business group are
based 70% on the performance of the business group and 30% on Company
performance.

     Seventy-five percent of each participant's bonus is based on the
achievement of the target performance by the Company and its business groups for
the year (shown as the "formula bonus" in the table below); 25% of each
participant's bonus is allocated based on a discretionary assessment of
individual performance for the year (shown as the "discretionary bonus" in the
table below).

     At its January 24 meeting, the Compensation Committee awarded the full
discretionary 25% of the bonus award to each named executive officer.  The total
bonuses earned by each named executive officer for 2004 were as follows:



            Officer                 Formula Bonus   Discretionary Bonus
- -------------------------------    --------------  --------------------
                                             

Joseph H. Pyne                     $      454,286  $            151,428
  President and Chief Executive
  Officer

C. Berdon Lawrence                 $      347,637  $            115,879
  Chairman of the Board

Stephen P. Valerius                $      205,406  $             68,468
  President, Kirby Inland Marine,
  LP

Norman W. Nolen                    $      166,667  $             55,555
  Executive Vice President,
  Treasurer and Chief Financial
  Officer

Mark R. Buese                      $      124,103  $             41,367
  Senior Vice President-
  Administration




                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities 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:
                                                --------------------------------
                                                       Norman W. Nolen
                                             Executive Vice President, Treasurer
                                                  and Chief Financial Officer


Dated:  January 28, 2005