1



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  Form 10-Q/A


             [ X ]        Quarterly report pursuant to Section 13 or 15(d) of
                          the Securities and Exchange Act of 1934


                          For the quarter ended September 30, 1995

            [    ]        Transition report pursuant to Section 13 or
                          15(d) of the Securities and Exchange Act of 1934

Commission File Number    1-7615


                              Kirby Corporation
________________________________________________________________________________

           (Exact name of registrant as specified in its charter)


                    Nevada                            74-1884980 
__________________________________________   _________________________________
       (State or other jurisdiction of        (IRS Employer Identification No.)
        incorporation or organization)


        1775 St. James Place, Suite 300, Houston, TX            77056-3453
_______________________________________________________________________________
          (Address of principal executive offices)               (Zip Code)


                               (713) 629-9370
_______________________________________________________________________________

            (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 November 10, 1995 was 26,384,566.
   2



                         PART 1 - FINANCIAL INFORMATION

                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                                 BALANCE SHEETS
                                  (Unaudited)

                                     ASSETS


                                                                                   September 30,          December 31,
                                                                                       1995                   1994 
                                                                                   -------------         -------------
                                                                                           ($ in thousands) 
                                                                                                     
    Marine Transportation, Diesel Repair and Other                                                
       Current assets:
           Cash and invested cash                                                    $       887                7,355
           Available-for-sale securities - short-term investments                         16,763                2,875
           Accounts and notes receivable, net of allowance for doubtful                                  
              accounts                                                                    65,198               63,300
           Inventory - finished goods, at lower of average cost or market                  8,391                8,270
           Prepaid expenses                                                               13,262               13,661
           Deferred taxes                                                                    795                1,324
                                                                                     -----------           ----------
                   Total current assets                                                  105,296               96,785
                                                                                     -----------           ----------

       Property and equipment, at cost                                                   484,857              481,612
           Less allowance for depreciation                                               170,236              153,672
                                                                                     -----------           ----------
                                                                                         314,621              327,940
                                                                                     -----------           ----------
       Investments in affiliates:
           Insurance affiliate                                                            43,063                   --
           Marine affiliates                                                               8,998                  181
                                                                                     -----------           ----------
                                                                                          52,061                  181
                                                                                     -----------           ----------

       Excess cost of consolidated subsidiaries                                            3,693                9,280
       Noncompete agreements                                                               1,726                3,889
       Sundry                                                                              8,322               12,731
                                                                                     -----------           ----------

              Total assets - Marine Transportation, Diesel Repair and Other              485,719              450,806
                                                                                     -----------           ----------
    Insurance
       Investments:
           Available-for-sale securities:
               Fixed maturities                                                                               149,173
               Short-term investments                                                                          21,227
                                                                                     -----------           ----------
                                                                                              --              170,400
       Cash and invested cash                                                                                   4,485
       Accrued investment income                                                                                2,638
       Accounts and notes receivable, net of allowance for doubtful accounts                                    9,613
       Reinsurance receivable on paid losses                                                                    9,871
       Prepaid reinsurance premiums                                                                             5,147
       Deferred policy acquisition costs                                                                       11,690
       Property and equipment, at cost, net of allowance for depreciation                                       2,822
                                                                                     -----------           ----------

              Total assets - Insurance                                                        --              216,666
                                                                                     -----------           ----------

                                                                                     $   485,719              667,472
                                                                                     ===========           ==========


                See accompanying notes to financial statements.




                                      2
   3


                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                                 BALANCE SHEETS
                                  (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                                 September 30,       December 31,
                                                                                     1995               1994
                                                                               --------------       ------------ 
                                                                                       ($ in thousands)
                                                                                                   
 Marine Transportation, Diesel Repair and Other
    Current liabilities:
        Current portion of long-term debt                                           $   5,676             10,962
        Accounts payable                                                               21,164             15,771
        Accrued liabilities                                                            36,738             32,559
        Deferred revenues                                                               7,093              8,294
                                                                                    ---------          ---------

               Total current liabilities                                               70,671             67,586
                                                                                    ---------          ---------

    Long-term debt, less current portion                                              158,933            148,535
    Deferred taxes                                                                     40,875             42,587
    Other long-term liabilities                                                         7,076              7,998
                                                                                    ---------          ---------

              Total liabilities - Marine Transportation, Diesel Repair and            
                  Other                                                               277,555            266,706 
                                                                                    ---------          ---------
 

 Insurance
    Losses, claims and settlement expenses                                                                56,433
    Unearned premiums                                                                                     89,801
    Reinsurance premiums payable                                                                           2,657
    Other liabilities                                                                                     11,473
    Minority interest in consolidated insurance subsidiary                                                17,426
                                                                                    ---------          ---------

              Total liabilities - Insurance                                               --             177,790
                                                                                    ---------          ---------


 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 30,804,000 shares (30,782,000 at December 31, 1994)                       3,078              3,078
    Additional paid-in capital                                                        157,300            157,021
    Unrealized net gains (losses) in value of investments                                 814             (2,686)
    Retained earnings                                                                  81,938             78,651
                                                                                    ---------          ---------

                                                                                      243,130            236,064
    Less cost of 3,925,000 shares in treasury (2,468,000 at December 31, 1994)         34,966             13,088
                                                                                    ---------          ---------

                                                                                      208,164            222,976
                                                                                    ---------          ---------

                                                                                    $ 485,719            667,472
                                                                                    =========          =========



                See accompanying notes to financial statements.


                                      3
   4

                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                             STATEMENTS OF EARNINGS
                                  (Unaudited)



                                                                                Three months ended          Nine months ended
                                                                                   September 30,              September 30,      
                                                                             -------------------------  -------------------------
                                                                                  1995          1994        1995         1994    
                                                                             ------------ ------------  ------------ ------------
                                                                                  ($ in thousands, except per share amounts)
                                                                                                              
                 Revenues:
                    Transportation                                              $  91,058       77,338       253,344       224,750
                    Diesel repair                                                  12,492       11,755        39,207        33,572
                    Net premiums earned                                                --       14,561        43,191        43,977
                    Commissions earned on reinsurance                                  --        1,103         2,048         3,557
                    Investment income                                                 663        2,541         7,433         6,929
                    Gain (loss) on disposition of assets                               98          316          (138)          552
                    Realized gain on investments                                       --          483           868         1,331
                                                                                ---------    ---------     ---------     ---------

                                                                                  104,311      108,097       345,953       314,668
                                                                                ---------    ---------     ---------     ---------

                 Costs and expenses:
                    Costs of sales and operating expenses (except as shown
                       below)                                                      70,034       60,646       198,410       172,075
                    Losses, claims and settlement expenses                             --       12,770        30,189        38,678
                    Policy acquisition costs                                           --        3,641         9,365        10,919
                    Selling, general and administrative                            10,525       10,567        35,670        34,299
                    Taxes, other than on income                                     2,450        3,751         7,765        11,573
                    Depreciation and amortization                                  10,042        8,345        29,776        24,026
                    Minority interest expense                                          --          451         2,463         1,630
                    Impairment of long-lived assets                                17,500           --        17,500            --
                                                                                ---------    ---------     ---------     ---------

                                                                                  110,551      100,171       331,138       293,200
                                                                                ---------    ---------     ---------     ---------

                               Operating income (loss)                             (6,240)       7,926        14,815        21,468

                 Equity in earnings of insurance affiliate                          1,210           --         1,210            --
                 Equity in earnings of marine affiliates                              884           --         1,469            --
                 Interest expense                                                  (3,252)      (2,355)       (9,208)       (6,121)
                                                                                ---------    ---------     ---------     ---------

                              Earnings (loss) before taxes on income               (7,398)       5,571         8,286        15,347
                 Provision (benefit) for taxes on income                             (800)       1,965         4,999         5,651
                                                                                ---------    ---------     ---------     ---------

                              Net earnings (loss)                               $  (6,598)       3,606         3,287         9,696
                                                                                =========    =========     =========     =========
                 Earnings (loss) per share of common stock                      $    (.24)         .13           .12           .34
                                                                                =========    =========     =========     =========



                See accompanying notes to financial statements.


                                      4
   5

                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                            STATEMENTS OF CASH FLOW
                                  (Unaudited)


                                                                                              Nine months ended
                                                                                                September 30,      
                                                                                          -------------------------
                                                                                              1995            1994
                                                                                          ----------       --------
                                                                                              ($ in thousands)
                                                                                                     
 Net earnings                                                                             $     3,287         9,696
    Adjustments to reconcile net earnings to net cash provided by operating activities:
       Loss (gain) on disposition of assets                                                       138          (552) 
       Realized gain on investments                                                              (868)       (1,331)
       Depreciation and amortization                                                           29,776        24,026
       Increase (decrease) in deferred taxes                                                     (696)        4,951          
       Deferred scheduled maintenance costs                                                     5,409         2,076
       Equity in earnings of insurance affiliate                                               (1,210)           --
       Redemption from insurance affiliate                                                      5,016         7,000
       Equity in earnings of marine affiliates                                                 (1,469)          (25)
       Distributions from marine affiliates                                                       867            --
       Minority interest expense                                                                2,463         1,630
       Impairment of long-lived assets                                                         17,500            --
       Other noncash adjustments to earnings                                                       34           161
       Increase (decrease) in cash flow from other changes in operating working capital
          for:
          Marine transportation, diesel repair and other                                       (7,427)      (17,478)
          Insurance                                                                            14,101        32,273
                                                                                          -----------   -----------

             Net cash provided by operating activities                                         66,921        62,427
                                                                                          -----------   -----------

 Cash flow from investing activities:
       Proceeds from sale and maturities of investments                                        50,178        37,417
       Purchase of investments                                                                (69,650)      (91,149)
       Net decrease (increase) in short-term investments                                      (13,645)        5,132
       Capital expenditures                                                                   (33,653)      (50,263)
       Proceeds from disposition of assets                                                      1,190         2,571
                                                                                          -----------   -----------

             Net cash used in investing activities                                            (65,580)      (96,292)                
                                                                                          -----------   -----------

 Cash flow from financing activities:
    Borrowings on bank revolving credit loan                                                  171,100       181,000
    Payments on bank revolving credit loan                                                   (217,800)     (145,500)
    Increase in long-term debt                                                                 82,891            --
    Payments under long-term debt                                                             (26,534)       (9,724)  
    Purchases of treasury stock                                                               (22,039)          --
    Proceeds from exercise of stock options                                                        88           452                
                                                                                          -----------   -----------

             Net cash provided (used) by financing activities                                 (12,294)       26,228
                                                                                          -----------   -----------

            Decrease in cash and invested cash                                                (10,953)       (7,637)  
 Cash and invested cash, beginning of year                                                     11,840        14,936
                                                                                          -----------   -----------

 Cash and invested cash, end of period                                                    $       887         7,299
                                                                                          ===========   ===========

 Supplemental disclosures of cash flow information:
    Cash paid during the period for:
       Interest                                                                           $     6,145         5,436
       Income taxes                                                                       $     4,000         5,450


                See accompanying notes to financial statements.


                                      5

   6





                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                        NOTES TO FINANCIAL STATEMENTS


         In the opinion of management, the accompanying unaudited 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 September 30, 1995 and
December 31, 1994, and the results of operations for the three months and nine
months ended September 30, 1995 and 1994.

(1)      BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS

         The 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)      COMPARABILITY OF FINANCIAL STATEMENTS

         On July 18, 1995, Universal Insurance Company ("Universal") redeemed
$5 million of its common stock from the Company and sold $5 million of its
common stock to Eastern America Insurance Group, Inc. ("Eastern America
Group").  Such redemption and sale reduced the Company's ownership of Universal
from 58% to 47% and increased Eastern America Group's ownership of Universal
from 42% to 53%.  Based on the Company's ownership of Universal declining to
47%, the Company's investment in Universal for the 1995 third quarter and
future periods will be accounted for under the equity method of accounting.
Prior period financial statements have not been restated.

         The following proforma condensed financial statements are based on
historical financial statements of the Company.  The proforma condensed
financial statements assume the Company was accounting for its investment in
Universal on an equity basis as of the beginning of the periods indicated.




                                      6
   7
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS


(2)      COMPARABILITY OF FINANCIAL STATEMENTS, Continued

                       PROFORMA CONDENSED BALANCE SHEETS



                                                                  September 30,             December 31, 
                                                                      1995                     1994 
                                                                  -------------             ------------
                                                                            ($ in thousands)
                                                                                         
                           ASSETS
   Current assets                                                   $105,296                   101,876
   Property and equipment, net                                       314,621                   327,940
   Investments in affiliates                                          52,061                    41,825
   Other assets                                                       13,741                    25,900
                                                                    --------                   -------

                                                                    $485,719                   497,541
                                                                    ========                   =======
            LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities                                              $ 70,671                    73,155
   Long-term debt, less current portion                              158,933                   148,535
   Other long-term liabilities                                        47,951                    50,450
                                                                    --------                   -------
                                                                     277,555                   272,140
   Stockholders' equity                                              208,164                   225,401
                                                                    --------                   -------

                                                                    $485,719                   497,541
                                                                    ========                   =======


                   PROFORMA CONDENSED STATEMENTS OF EARNINGS


                                                    
                                                                       Nine months ended September 30,
                                                                 ---------------------------------------     
                                                                    1995                          1994
                                                                 -----------                  ----------
                                                                             ($ in thousands)
                                                                                           
   Revenues                                                         $293,987                     259,819
   Costs and expenses                                                283,143                     242,729
                                                                    --------                     -------
        Operating income                                              10,844                      17,090
   Equity in earnings of insurance affiliate                           5,181                       4,378
   Equity in earnings of marine affiliate                              1,469                          --
   Interest expense                                                   (9,208)                     (6,121)
                                                                    --------                     -------
        Earnings before taxes in income                                8,286                      15,347
   Provision for taxes on income                                       4,999                       5,651 
                                                                    --------                     -------
        Net earnings                                                $  3,287                       9,696 
                                                                    ========                     =======



                                      7
   8
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS



(2)      COMPARABILITY OF FINANCIAL STATEMENTS, Continued

         Pursuant to a Shareholder Agreement entered into between Eastern
America Group, Universal and the Company in September 1992, it is anticipated
that Universal will continue redeeming its common stock from the Company over a
nine to eleven year period.  To the extent that the anticipated future
redemptions by Universal of its common stock exceeds the Company's basis in
such stock, the Company will record equity in earnings accordingly.  It is
anticipated that future earnings attributable to the Company's investment in
Universal for the fourth quarter of 1995 will be minimal.  In addition to the
Company's common stock holding in Universal, the Company has an investment of
$11,534,000 of preferred stock, which accrues earnings based upon a pool of
U.S. Treasury Securities. Such earnings attributable to the preferred stock
will be recognized by the Company as accrued.  As of September 30, 1995, the
Company believes that future redemptions by Universal of its common stock will
be sufficient to recover the Company's book basis in Universal.

(3)      ADOPTION OF ACCOUNTING STANDARDS

         The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in March 1995.
SFAS 121 establishes standards for the impairment of long-lived assets, certain
identifiable intangibles related to those assets to be held and used, and for
long-lived assets and certain identifiable intangibles to be disposed of.
Effective September 30, 1995, the Company adopted SFAS 121.  This adoption is
earlier than the required deadline of the 1996 first quarter.

         As a result of the adoption of SFAS 121, the Company reduced the
carrying value of certain marine transportation equipment and related
intangibles by taking a $17,500,000 pre-tax, non-recurring charge in the 1995
third quarter.  The after-tax effect of the charge was $13,000,000, or $.47 per
share.  The Company reviewed long-term assets and certain identifiable
intangibles for impairment by division, and by vessel class within each
division.  For purposes of determining fair value, the Company estimated future
cash flows expected to be generated, assuming the above groups, less the future
cash outflows expected to be necessary to obtain the inflows.

         An analysis of the reductions of the carrying value of certain
affected assets upon adoption of SFAS 121 follows:





                                      8
   9
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS


(3)      ADOPTION OF ACCOUNTING STANDARDS, Continued



                                                Before adoption of        Adoption of        After adoption of
                                                     SFAS 121               SFAS 121              SFAS 121
                                                     --------               --------              --------
                                                                        ($ in thousands) 
                                                                                          
 Offshore Transportation Division:                                      
     Break-bulk freighters:
        Freighters                                   $10,064                (6,366)                3,698
        Land and equipment                             1,662                  (783)                  879
        Intangibles                                    9,525                (9,525)                   --
                                                     -------               -------                 -----
                                                      21,251               (16,674)                4,577

     Tanker                                            2,029                  (693)                1,336
 Inland Transportation Division:
     Inland tank barges                                  164                  (133)                   31  
                                                     -------              --------                 -----

                                                     $23,444               (17,500)                5,944
                                                    ========              ========                 =====


(4)      TAXES ON INCOME

         Earnings (loss) before taxes on income and details of the provision
(benefit) for taxes on income for the three months and nine months ended
September 30, 1995 and 1994 were as follows:



                                                Three months ended                   Nine months ended
                                                   September 30,                       September 30,
                                             -------------------------         ----------------------------
                                               1995             1994               1995               1994
                                             --------         --------         ---------           --------
                                                                      ($ in thousands)
                                                                                         
 Earnings (loss) before taxes on income      $ (7,398)           5,571             8,286             15,347
                                             ========           ======            ======             ======

 Provision (benefit) for taxes on income:
     United States:
          Current                            $  1,863           (1,747)            5,243             (1,298)
          Deferred                             (3,394)           3,616            (1,141)             4,951
          State and municipal                     229               96               395                248
                                             --------           ------            ------             ------
                                               (1,302)           1,965             4,497              3,901
                                             --------           ------            ------             ------

     Puerto Rico - Current                        502               --               502              1,750
                                             --------           ------            ------             ------
                                             $   (800)           1,965             4,999              5,651
                                             ========           ======            ======             ======



         The effective tax rate for the 1995 first nine months and 1995 third
quarter was significantly higher than in prior comparable periods.  This
primarily resulted from the write-off of $4,600,000 in non-deductible goodwill
in connection with the Company's adoption of SFAS 121.  Therefore, the
effective tax rate for both 1995 periods was above the expected 35% statutory
rate.


                                      9
   10
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS


(5)      LONG-TERM DEBT

         In December 1994, the Company established a $250,000,000 medium term
note program providing for the issuance of fixed rate or floating rate notes
with maturities of nine months or longer.  The shelf registration program,
registered with the Securities and Exchange Commission, was activated in March
1995 with the issuance of $34,000,000 of the authorized notes.  The issued
medium term notes bear interest at an average fixed rate of 7.77% with a
maturity of March 10, 1997.  Proceeds from sale of the notes were used to
retire the Company's outstanding bank term loan in the amount of $10,286,000
due June 1, 1997 and to reduce the Company's outstanding revolving credit loans
by $23,714,000.  The Company's outstanding bank term loan in the amount of
$10,666,000, due March 6, 1997, was retired on March 20, 1995 with proceeds
borrowed under the Company's revolving credit agreements.  In June 1995, the
Company issued $45,000,000 of authorized notes, bearing a fixed interest rate
of 7.25%, with a maturity of June 1, 2000.  Proceeds from the sale of the notes
were used to reduce the Company's outstanding revolving credit loans.  The
remaining $171,000,000 available under the medium term note program is
available to provide financing for future business and equipment acquisitions,
and working capital requirements.





                                      10
   11
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS

         The Company reported net earnings of $3,287,000, or $.12 per share,
for the first nine months of 1995, compared with $9,696,000, or $.34 per share,
for the first nine months of 1994.  For the 1995 third quarter, the Company
reported a net loss of $6,598,000, or $.24 per share, compared with net
earnings of $3,606,000, or $.13 per share, for the 1994 third quarter.

         The Company adopted SFAS 121, Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, effective September 30, 1995.  As a result
of the adoption of SFAS 121, the Company reduced the carrying value of certain
marine transportation equipment and related intangibles by taking a $17,500,000
pre-tax, non-recurring charge in the 1995 third quarter.  The after-tax effect
of the charge was $13,000,000, or $.47 per share.  The Company reviewed
long-term assets and certain identifiable intangibles for impairment by
division, and by vessel class within each division.  For purposes of
determining fair value, the Company estimated future cash flows expected to be
generated, assuming the above groupings, less the future cash outflows expected
to be necessary to obtain the inflows.

MARINE TRANSPORTATION

         As a provider of service for both the inland and offshore United
States markets, the marine transportation segment is divided into three
divisions organized around the markets they serve:  the Inland Chemical
Division, serving the inland industrial and agricultural chemical markets; the
Inland Refined Products Division, serving the inland refined products market;
and the Offshore Division, which serves the offshore petroleum products,
container, dry-bulk and palletized cargo markets.  A division analysis of the
marine transportation segment follows:

Marine Transportation - Inland Divisions

         The Inland Chemical and Refined Products Divisions' transportation
revenues for the 1995 first nine months totaled $178,453,000, reflecting a 21%
increase compared with $148,081,000 reported for the first nine months of 1994.
Third quarter 1995 transportation revenues totaled $63,402,000, an increase of
19% when compared with third quarter 1994 revenues of $53,390,000.  The
acquisition from The Dow Chemical Company ("Dow") in November 1994 of 65 inland
tank barges, the assumption of the lease of 31 inland tank barges from Dow and
the accompanying ten year contract with Dow to provide inland bulk liquid
marine transportation services, contributed to the majority of the increase in
revenues for each comparable period.

         Equipment utilization in the Inland Chemical and Refined Products
Divisions remained stable during the 1995 first nine months and third quarter.
The Inland Chemical Division, with over 80% of its movements under contracts,
benefited during both periods from contract renewals at higher rates and
continued operating efficiencies.  The Dow fleet acquisition is being
integrated into the fleet and the fleet is operating more efficiently than
during the first half of the 1995 year.





                                      11
   12
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS, Continued

         The Inland Refined Products Divisions' third quarter movements, with
approximately 50% under contracts, benefited from the summer driving season.
Additional refinery capacity and pipeline efficiencies in the Midwest resulted
in lower rates and a slight decrease in movements when compared with the 1994
third quarter and nine months.

         Movements of liquid fertilizer and anhydrous ammonia, through the
Inland Chemical Division, were as predicted during the 1995 third quarter.
Typically, fertilizer is applied in the spring with terminals resupplied in the
fall; therefore, July and August are slow periods; however, with the closure of
the Upper Mississippi River System from flooding from May 19 through June 9,
the spring fertilizer season was extended.  September is the normal beginning
of the fall fertilizer season.

         During the majority of the 1995 third quarter, the Illinois River was
closed for lock repairs, thereby negatively affecting the results of both the
Inland Chemical and Refined Products Divisions.  In addition, several
hurricanes negatively affected both divisions' Gulf Coast operations.

         Costs and expenses, excluding interest expense, for the Inland
Chemical and Refined Products Divisions for the 1995 first nine months totaled
$151,073,000, reflecting an 18% increase over the 1994 first nine months total
of $127,792,000.  Third quarter 1995 costs and expenses, excluding interest
expense, totaled $51,710,000, an increase of 16% over the comparable 1994 third
quarter when costs and expenses totaled $44,583,000.  The increase for both
comparable periods reflects the costs and expenses associated with the
operation of the Dow equipment acquired in November 1994, as well as
inflationary increases in costs and expenses.

         The Inland Chemical and Refined Products Divisions' operating income
for the 1995 first nine months totaled $27,471,000, an increase of 30% compared
with 1994 first nine months operating income of $21,155,000.  Operating income
for the 1995 third quarter increased 27% to $11,852,000 when compared with an
operating income of $9,321,000 for the 1994 third quarter.  Operating margins
for the 1995 first nine months increased to 15.4% compared with 14.3% for the
first nine months of 1994.  Operating margins for the 1995 third quarter also
improved to 18.7% compared with 17.5% recorded for the 1994 third quarter.

Marine Transportation - Offshore Division

         Transportation revenues from the Offshore Division for the 1995 first
nine months totaled $74,891,000, reflecting a 2% decrease compared with
$76,669,000 reported for the first nine months of 1994.  Third quarter 1995
Offshore Division transportation revenues totaled $27,656,000, an increase of
15% compared with $23,948,000 reported for the 1994 third quarter.





                                      12
   13
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS, Continued

         With five of the Company's nine tankers operating under long-term
contracts at adequate rates, the four remaining tankers operated sporadically
in the spot market at inadequate rates.  During the 1995 third quarter, one
spot market tanker was laid up, as current rates did not justify an anticipated
expenditure of approximately $1,000,000 to maintain the vessel's operating
certificate.  The laid-up tanker has an Oil Pollution Act of 1990 expiration
date of October 1996.  In anticipation of the idle tanker not returning to
service effective September 30, 1995, the tanker was written-down to scrap
steel value upon the adoption of SFAS 121.  Although tanker spot market rates
are inadequate, the Offshore Division's liquid tanker segment contributed
$2,068,000 to the Company's operating income for the 1995 first nine months and
$181,000 of operating income for the 1995 third quarter.

         Movements for the transportation of food aid and related products
under the United States Government's preference aid cargo programs and military
cargo movements allowed the Company's three freighters to be fully utilized
during the 1995 third quarter.  However, during the first half of 1995, all
three freighters operating in this market have been laid-up at various times of
the year due to the market's excess equipment capacity.  Such excess capacity
and lack of available cargo have resulted in rates that are inadequate to
achieve operating profitability.  Freight rates, which have been depressed
since 1994, are not expected to recover to levels which will allow the three
freighters to make consistent contributions to the Company's earnings in the
future.  With the adoption of SFAS 121, the Company wrote down the carrying
value of the three freighters and related intangibles to fair market value in
the 1995 third quarter.  The Offshore Division's preference and military cargo
segment suffered operating losses of $2,989,000 for the 1995 first nine months
and $836,000 of operating losses for the 1995 third quarter, excluding the
effects of the previously mentioned write-down.

         Costs and expenses, excluding interest expense, for the Offshore
Division for the 1995 first nine months totaled $74,839,000, a decrease of 4%
compared with $78,233,000 for corresponding 1994 first nine months.  Third
quarter 1995 costs and expenses, excluding interest expense, totaled
$28,318,000, an increase of 6% compared with $26,774,000 reported for the 1994
third quarter.  The 4% decrease in costs and expenses when comparing the 1995
first nine months with the 1994 corresponding period primarily resulted from
the lay-up of the three break-bulk freighters during the 1995 second quarter
and the continued weakness in both the offshore liquid spot market and dry
cargo markets.  The 6% increase for the 1995 third quarter compared with the
1994 third quarter resulted from the full employment of the break-bulk
freighters during the 1995 third quarter and the lay-up of as many as six
liquid offshore vessels during the 1994 third quarter.

         For the 1995 first nine months, the Offshore Division recorded
operating income of $160,000 compared with an operating loss of $1,700,000 for
the corresponding 1994 first nine months.  For the 1995 third quarter, the
Offshore Division recorded an operating loss of $660,000, compared with an
operating loss of $2,960,000 for the 1994 third quarter.  Operating margins for
the 1995 first nine months were essentially break-even compared with a negative
2.2% for the 1994 first nine months.  Operating margins for the 1995 third
quarter totaled a negative 2.4% compared with a negative 12.4% for the 1994
third quarter.


                                      13
   14
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS, Continued

         The Company's investment in two marine transportation partnerships are
accounted for following the equity method of accounting for the 1995 first nine
months and third quarter.  Such investment for the corresponding periods of the
1994 year was accounted for following the pro-rata method (recording the
pro-rata share of the assets, liabilities, revenues and expenses of the
partnerships).  The Company recorded equity in earnings of $1,469,000 for the
1995 nine months and $884,000 for the 1995 third quarter.  For the
corresponding periods of the 1994 year, the Company recorded pre-tax earnings
from the partnerships of $1,823,000 for the first nine months and $1,008,000
for the third quarter.  The components of such prior year earnings were
recorded pro-rata throughout the Statements of Earnings.  The decline for both
comparable periods reflect the low rates for preference aid movements, a market
in which the partnerships participate, in addition to its contract movements of
coal and limestone rock.

DIESEL REPAIR

         The Company's diesel repair segment reported diesel repair and parts
sales revenues of $39,207,000 for the 1995 first nine months, reflecting a 17%
increase compared with $33,572,000 reported for the 1994 first nine months.
Third quarter 1995 revenues totaled $12,492,000, an increase of 6% compared
with 1994 third quarter revenues of $11,755,000.

         The diesel repair segment is divided into two divisions organized
around the marine and rail markets.  The Marine Diesel Repair Division operates
on all three coasts and in the Midwest through five facilities that repair and
overhaul marine diesel engines and reduction gears, and sell related parts and
accessories.  The Rail Diesel Repair Division provides replacement parts,
service and support nationwide to shortline railroads and industrial companies
that operate locomotives.

         The Marine Diesel Repair Division's revenues for the 1995 first nine
months totaled $31,720,000, an increase of 16% compared with the 1994 first
nine months' revenues of $27,288,000.  Third quarter 1995 revenues increased 3%
to $9,786,000 compared with $9,516,000 reported for the 1994 third quarter.
The Gulf Coast and Midwest markets benefited from the general health of the
inland tank barge industry, the main customer base for such markets.  During
the late 1995 third quarter, the repair portion of such markets declined to
some degree; however, such repair business has rebounded during the early 1995
fourth quarter.  The East Coast market remained stable from military customers;
however, revenues from the West Coast market have declined as the Division has
shifted its focus from the South Pacific fishing fleet to the North Pacific
fishing fleet.

         The Rail Diesel Repair Division reported revenues for the 1995 first
nine months of $7,487,000, an increase of 19% compared with the 1994 first nine
months revenues of $6,284,000.  Third quarter 1995 revenues totaled $2,706,000,
an increase of 21% compared with $2,239,000 reported for the 1994 third
quarter.  Operations continue to expand since the Division's commencement in
January 1994.  The Rail Diesel Repair Division serves as the exclusive
distributor to shortline and industrial railroads for aftermarket parts and
service for the Electro-Motive Division of General Motors.





                                        14
   15
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS, Continued

         Costs and expenses, excluding interest expense, for the diesel repair
segment totaled $36,494,000, an increase of 16% compared with $31,331,000
reported for the 1994 first nine months.  Third quarter 1995 costs and
expenses, excluding interest expense, equaled $11,657,000, an increase of 7%
over the comparable 1994 third quarter of $10,845,000.  The increases for both
comparable periods reflect the continued growth in revenues from the two diesel
repair divisions, as well as inflationary growth in costs and expenses.

         The diesel repair segment's operating income for the 1995 first nine
months totaled $2,793,000, an increase of 21% compared with 1994 first nine
months operating income of $2,301,000.  Third quarter 1995 operating income
decreased 9% to $853,000 compared with $935,000 reported for the 1994 third
quarter.  Operating margins for the 1995 first nine months equaled 7.1%
compared with 6.9% for the corresponding 1994 period.  Third quarter 1995
operating margins totaled 6.8% compared with 8.0% reported for the 1994 third
quarter.

PROPERTY AND CASUALTY INSURANCE

         The Company currently has a 47% common stock ownership of Universal, a
full service property and casualty insurance company, which operates
exclusively in the Commonwealth of Puerto Rico.  On July 18, 1995, Universal
redeemed $5,000,000 of its common stock from the Company and sold $5,000,000 of
its common stock to Eastern America Group, thereby reducing the Company's
voting ownership from 58%, prior to such redemption and sale, to the current
47%.  Such redemption and sale increased Eastern America Group's voting
ownership from 42% to the present 53%.

         Effective July 1, 1995, the Company is accounting for its investment
in Universal under the equity in earnings method of accounting.  Prior period
financial statements have not been restated.  For the 1995 first six months,
results for Universal are consolidated with a minority interest expense
recorded for Eastern America's interest.  For the 1995 third quarter, the
Company's investment in Universal is recorded on the equity in earnings method
of accounting.

         Comparability of net premiums earned, commissions earned on
reinsurance, investment income, losses, claims and settlement expenses, policy
acquisition costs, minority interest expense and, to a lesser extent, selling,
general and administrative, taxes, other than on income and depreciation and
amortization were affected by the change in the method of accounting for the
Company's investment in Universal effective July 1, 1995.  Universal has
continued to expand its vehicle single-interest and double-interest lines of
business primarily the result of strong automobile sales in Puerto Rico and
from Universal's expanded market share.





                                      15
   16
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


RESULTS OF OPERATIONS, Continued

         The amount recorded by the Company as equity in earnings for the
Company's investment in Universal is influenced to the extent that anticipated
future redemptions by Universal of its investment in Universal's nonvoting
preferred stock (100%).  Because the preferred stock controls a separate
portfolio of U.S. Treasury Securities, the Company accounts for this preferred
stock under SFAS 115.  Therefore, the interest earned, as well as the realized
gains from the sale of U.S. Treasury Securities collateralizing the preferred
stock, are included as part of equity in earnings of insurance affiliate.
During the 1995 third quarter, the Company recognized $650,000 of realized
gains from the sale of such U.S. Treasury Securities, which are included in
equity in earnings of insurance affiliate.

         The Company's portion of Universal's pretax earnings for the 1995
first nine months totaled $5,180,000, of which pretax earnings of $3,970,000
are consolidated through the 1995 first six months and $1,120,000 are recorded
as equity in earnings of insurance affiliate for the 1995 third quarter.  For
comparative purposes, the Company recorded pretax earnings from Universal of
$6,378,000 for the 1994 first nine months and $1,290,000 for the 1994 third
quarter.

         Results for the property and casualty insurance segment for the 1994
first nine months included an additional reserve of $2,000,000 for potential
losses associated with the Mariners Reinsurance Company Limited, the Company's
Bermuda reinsurance subsidiary which participated in the writing of property
and casualty reinsurance from 1970 through 1990.  Since ceasing participation
in the reinsurance market in 1990, the Company has continued to seek a
withdrawal from the business and closure of Mariner's activities, including
commutation of Mariner's book of business.  A commutation would entail the
transfer of liability from known and incurred but not reported losses to a
second party in exchange for a portion of, or all of, Mariner's assets.  To
date, Mariner has been successful in commuting approximately 80% of all claims.
The remaining 20% of uncommuted claims are fully reserved and will be paid as
they are presented.  Management expects to liquidate Mariner in 1996.

CORPORATE EXPENSES

         Interest expense for the 1995 first nine months totaled $9,208,000, a
50% increase compared with $6,121,000 reported for the 1994 first nine months.
Third quarter 1995 interest expense totaled $3,252,000 compared with $2,355,000
for the 1994 third quarter, reflecting an increase of 38%.  Such increase
represents interest on debt incurred to finance the Dow asset acquisition in
November 1994, the four tankers acquired in July 1994 and $22,039,000 of
treasury stock acquired during the 1995 first nine months, of which $10,295,000
was acquired during the 1995 third quarter.

PROVISION FOR TAXES ON INCOME

         The effective tax rate for the 1995 first nine months and 1995 third
quarter was significantly higher than in prior comparable periods.  This
primarily resulted from the write-off of $4,600,000 in non-deductible goodwill
in connection with the Company's adoption of SFAS 121.  Therefore, the
effective tax rate for both 1995 periods was above the expected 35% statutory
rate.





                                      16
   17
                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 September 30, 1995 were $485,719,000, a decrease of
27% when compared with total assets of $667,472,000 as of December 31, 1994,
primarily as a result of the change in accounting for Universal effective July
1, 1995.  The insurance assets were eliminated in the change in accounting
method while Investment in insurance affiliate of $43,063,000, representing the
Company's equity in Universal, was included as an asset as of September 30,
1995.

         Total liabilities as of September 30, 1995 were $277,555,000, a
decrease of 38% when compared with total liabilities of $444,496,000 as of
December 31, 1994, primarily as a result of the change in accounting for
Universal.  The insurance liabilities were eliminated as the Company recorded
its investment in Universal under the equity method effective July 1, 1995.

Treasury Stock Purchases

         From April 24, 1995 through October 31, 1995, the Company purchased
1,974,020 shares of common stock at a total price of $29,497,000, for an
average price of $14.94.  On October 17, 1995, the Board of Directors increased
the Company's common stock repurchase authorization to 4,250,000 shares, an
increase of 2,250,000 over the 2,000,000 shares authorized in August 1994.  The
Company is authorized to purchase its common stock on the American 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.

Long-Term Financing

         In December 1994, the Company established a $250,000,000 medium term
note program providing for the issuance of fixed rate or floating rate notes
with the maturities of nine months or longer.  The shelf registration program,
registered with the Securities and Exchange Commission, was activated in March
1995 with the issuance of $34,000,000 of the authorized notes.  The issued
medium term notes bear interest at an average fixed rate of 7.77% with a
maturity of March 10, 1997.  Proceeds from sale of the notes were used to
retire the Company's outstanding bank term loan in the amount of $10,286,000
due June 1, 1997 and to reduce the Company's outstanding revolving credit loans
by $23,714,000.  The Company's outstanding bank term loan in the amount of
$10,666,000, due March 6, 1997, was retired on March 20, 1995 with proceeds
borrowed under the Company's revolving credit agreements.  In June 1995, the
Company issued $45,000,000 of authorized notes, bearing a fixed interest rate
of 7.25%, with a maturity of June 1, 2000.  Proceeds from the sale of the notes
were used to reduce the Company's outstanding revolving credit loans.  The
remaining $171,000,000  available under the medium term note program will
provide financing for future business and equipment acquisitions and working
capital requirements.

         As of September 30, 1995, 29% of the Company's long-term debt was
priced at floating interest rates and 71% was on fixed rate debt.





                                      17
   18
                KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

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


FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY, Continued

Capital Expenditures

         In May 1994, the Company entered into a contract for the construction
of 12 double skin 29,000 barrel capacity inland tank barges for use in the
movement of industrial chemicals and refined products.  In February 1995, the
Company exercised the option under the contract to construct 12 additional
barges.  Since January 1995, the Company has received nine barges,
approximately one each month, and the remaining 15 barges are scheduled to be
delivered one each month thereafter.  A third option for the construction of 12
additional barges was canceled.  The new construction program is consistent
with the Company's long-term strategy of upgrading its equipment to service the
needs of its customers and to enhance its market position.

Liquidity

         The Company has generated net cash provided by operating activities of
$46,694,000 for the first nine months of 1995 compared with $33,868,000 for the
comparable 1994 period.  Such funds are available for capital construction
projects, treasury stock purchases, asset acquisitions, repayment of borrowings
associated with asset acquisitions and for other operating requirements.  In
addition to its cash flow provided by operating activities, the Company also
has available as of November 8, 1995 $45,700,000 under its revolving credit
agreement and $171,000,000 available under its medium term note program.

         During each year, 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, while
the transportation assets acquired and accounted for using the purchase method
of accounting were adjusted to a fair market value and, therefore, the
cumulative long-term effect on inflation was reduced.  The repair portion of
the diesel repair segment is based on prevailing current market rates.

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


                                      18
   19
                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, 1994.

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 nine months ended
September 30, 1995.




                                   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:     December 21, 1995




                                      19

   20
                              INDEX TO EXHIBITS


Exhibit No.               Description
- -----------               -----------

   11.0      Computation of Earnings per Common Share

   27.0      Financial Data Schedule