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                                AMENDMENT NO. 1
                                     TO THE
                        1989 DIRECTOR STOCK OPTION PLAN
                                      FOR
                        KIRBY EXPLORATION COMPANY, INC.
                            (NOW KIRBY CORPORATION)
 
     The Board of Directors of Kirby Corporation, formerly Kirby Exploration
Company, Inc. (the "Company"), amends prospectively as of January 18, 1994 the
1989 Director Stock Option Plan for Kirby Exploration Company, Inc., now Kirby
Corporation (the "Plan") in the following respect only:
 
          First:  The designation and name of the Plan is hereby amended and
     changed to: 1989 Director Stock Option Plan for Kirby Corporation.
 
          Second:  Section 4(c)(i) of the Plan is hereby amended and restated in
     its entirely as follows:
 
             (i) Each Eligible Person who is elected a Director (not previously
        being a Director) shall be granted an Option for FIVE THOUSAND (5,000)
        Shares on the date of such Eligible Person's election as a Director,
        such date being the Date of Grant for such Option; and
 
          Third:  The foregoing amendment to the Plan be effective prospectively
     only as of January 18, 1994 and that any stock options granted under the
     Plan prior to January 18, 1994 shall be governed by the Plan as it existed
     prior to the foregoing amendment.
 
          Fourth:  The foregoing amendment, along with the prospective nature of
     the foregoing amendment, be submitted for approval to the Company's
     stockholders at the 1994 Annual Meeting of Stockholders or at some other
     meeting of stockholders.
 
          Fifth:  If the stockholders of the Company do not approve the
     foregoing amendment within one (1) year after January 18, 1994, the
     foregoing amendment shall be null and void and any stock options granted
     subsequent January 18, 1994 shall be increased to such amount as if such
     grants had occurred pursuant to the Plan as it existed prior to January 18,
     1994.
 
     The Board of Directors of the Company approved the foregoing amendment on
January 18, 1994 and the stockholders of the Company approved the foregoing
amendment on April 19, 1994.
 
                                          KIRBY CORPORATION
 
                                          By:    /s/  G. STEPHEN HOLCOMB
                                              ---------------------------------
                                                      G. Stephen Holcomb,
                                                      Assistant Secretary
 
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