<PAGE> 1
=====================================================================
As filed with the Securities and Exchange Commission on June 30, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANAT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from __________ to __________
Commission File No: 1-7615
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
KIRBY 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive officer:
Kirby Corporation
1775 St. James Place, Suite 200
Houston, Texas 77056-3453
=====================================================================
<PAGE> 2
KIRBY 401(k) PLAN
Financial Statements and Supplemental Schedules
December 31, 1998 and 1997
(With Independent Auditors'
Report Thereon)
<PAGE> 3
KIRBY 401(k) PLAN
Index to Financial Statements and Schedules
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits
(Modified Cash Basis) December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis), for the years ended
December 31, 1998 and 1997 3
Notes to Financial Statements (Modified Cash Basis) 4-14
Supplemental Schedules
1 Item 27a - Schedule of Assets Held for Investment
Purposes (Modified Cash Basis) 15
2 Item 27d - Schedule of Reportable Transactions 16-17
Schedules, other than those listed above, are omitted because of the
absence of the conditions under which they are required.
<PAGE> 4
[KPMG LLP Leterhead]
Independent Auditors' Report
Plan Administrator
Kirby 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits (modified cash basis) of the Kirby 401(k) Plan (the Plan) as
of December 31, 1998 and 1997, and the related statements of changes in
net assets available for benefits (modified cash basis) for the years
ended December 31, 1998 and 1997. These financial statements and
supplemental schedules are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As described in note 2, these financial statements and supplemental
schedules were prepared on a modified cash basis of accounting, which
is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 1998 and 1997, and the changes in net
assets available for benefits for the years ended December 31, 1998 and
1997 on the basis of accounting described in note 2.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, as amended. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken
as a whole.
KPMG LLP
Houston, Texas
June 17, 1999
<PAGE> 5
KIRBY 401(k) PLAN
Statement of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Investments at fair value:
Cash $ 46 $ --
Common trust fund 5,465,444 4,850,393
Mutual funds 22,602,341 20,152,154
Kirby Corporation common stock 946,473 612,631
Participant loans 2,325,064 2,161,754
---------- ----------
Total assets 31,339,368 27,776,932
Liabilities - accrued expenses -- 14,093
---------- ----------
Net assets available for benefits $31,339,368 $27,762,839
========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
KIRBY 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
For the years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Net assets available for benefits, beginning of year $27,762,839 $21,537,378
---------- ----------
Additions to net assets attributed to:
Contributions from participants 3,289,061 3,410,831
Contributions from employers 1,205,442 1,233,245
Rollover contributions 187,309 274,785
Interest and dividend income 1,431,581 1,135,807
Net unrealized gain in fair value of investments 1,487,760 1,263,035
Net realized gain from disposition of investments 326,418 399,326
Other income 183,689 924,905
---------- ----------
Total additions 8,111,260 8,641,934
---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 4,424,355 2,331,780
Administration fees 110,376 84,693
---------- ----------
Total deductions 4,534,731 2,416,473
---------- ----------
Net increase 3,576,529 6,225,461
---------- ----------
Net assets available for benefits, end of year $31,339,368 $27,762,839
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
(1) Description of the Plan
(a) General
The Kirby 401(k) Plan (the Plan) is a defined contribution
401(k) plan for the benefit of employees of Kirby Marine
Transportation Corporation (the Company), Kirby Corporation
(the Parent), and certain subsidiaries. Each employee is
eligible to join the Plan as of the first pay period beginning
in any quarter following completion of one year of service.
Employees covered by collective bargaining agreements, the
terms of which do not provide for participation in the Plan,
are not eligible. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Further information relating to the Plan's provisions is
available in the Summary Plan Description provided to all
eligible employees.
(b) Contributions
The Plan provides for basic employee pretax contributions to the
Plan of 3% of covered compensation as defined, and for additional
employee pretax contributions to the Plan of up to 14% of covered
compensation subject to the provisions of the Internal Revenue Code.
The Company contributes matching employer contributions equal to 100%
of basic employee pretax contributions. The Company does not match
the additional employee pretax contributions.
(c) Benefits Payments
Benefit payments are typically made in a lump-sum distribution
to the participant upon termination of employment (or to the
beneficiary in the event of death). However, a participant may
request a loan for up to 50% of the participant's vested
interest up to a maximum of $50,000. Loans are typically
repaid over a five-year period and have interest rates ranging
from 7% to 10%. Loans outstanding upon termination of a
participant are considered deemed distributions if not repaid
and are deducted from the participant's account balance prior
to distribution. These amounts are taxed to the participant in
the year of the participant's termination.
4 (Continued)
<PAGE> 8
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
(d) Vesting
A participant has an immediate and fully vested nonforfeitable
interest in the portion of the account relating to both
participant and employer contributions and may, upon
resignation from or discharge by the employer, withdraw their
entire account balance.
(e) Plan Amendments
During 1997, the Plan eliminated the Fidelity Advisor Growth
and Income Fund Option. The fund balance in the Fidelity
Advisor Growth and Income Fund was transferred to the Janus
Balanced Fund.
(f) Plan Administration
The general administration of the Plan is vested in the Vice
President of Human Resources of the Company (the Plan
Administrator). The Plan Administrator has broad powers
regarding the operation and administration of the Plan and
receives no compensation for service to the Plan. All
administrative expenses, unless paid by the Company at its
discretion, are paid by the Plan.
(g) Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to terminate the Plan subject to
the provisions of ERISA. In the event of termination, the
amounts credited to the accounts of participants shall be
distributed to the participants after payment of expenses for
distribution and liquidation.
(h) Reclassifications
Certain reclassifications have been made to reflect current
presentation of financial information.
5 (Continued)
<PAGE> 9
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
(i) Use of Estimates
The preparation of financial statements requires Plan
management to make estimates and assumptions that affect the
reported amounts of net assets and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of additions and deductions to net
assets during the reporting period. Actual results could
differ from those estimates. However, in the opinion of Plan
management, such differences would be immaterial.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
modified cash basis, which is a comprehensive basis of
accounting other than generally accepted accounting principles,
and is an acceptable method of reporting for the Department of
Labor and ERISA. The modified cash basis of accounting
utilizes the cash basis of accounting while adjusting debt and
equity securities to their corresponding market value for
financial reporting purposes.
(b) Investment Valuation
Investments in the common trust fund, mutual funds and Kirby
Corporation common stock are stated at fair value based on
quoted market prices. Purchases and sales of investments are
recorded on a trade date basis. Net realized gains and losses
on disposition of investments are reported on the revalued cost
method. Revalued cost is the fair value of the assets at the
beginning of the plan year or historical cost if the investment
was acquired during the year. Any unrealized appreciation or
depreciation is recognized currently in the Statement of
Changes in Net Assets Available for Benefits. Participant
loans are stated at cost which approximates their fair value.
(3) Investments
Each participant has the right to direct his contributions and the
Company's matching contributions between the investment funds
offered by the Plan. The investment funds options are described
below:
* Fidelity Advisor Growth Opportunities Fund - Seeks long-term
growth by investing through a core investment in growth, value and
cyclical stocks.
6 (Continued)
<PAGE> 10
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
* Kirby Corporation Common Stock Fund - Invests in Kirby Corporation
common stock.
* Templeton Foreign Fund - Seeks long-term capital growth through a
flexible policy of investing in stocks and debt obligations of
companies and governments outside the U.S.
* Franklin Balance Sheet Investment Fund - Seeks high total return,
of which capital appreciation and income are components. The fund is
a non-diversified fund and may invest an unlimited amount of its total
assets in the securities of any companies which, in the opinion of the
fund's investment manager, represent an opportunity for significant
capital appreciation and/or high income. The securities of such
companies will include common and preferred stocks, secured and
unsecured bonds, and commercial paper or notes.
* Franklin U.S. Government Securities Fund - Seeks income by
investing in U.S. Government securities which include, but are not
limited to, U.S. Treasury bonds, notes and bills, Treasury
Certificates or Indebtedness and securities issued by
instrumentalities of the U.S. government.
* Chase Bank Money Market Fund - Seeks to provide stability of
principal by investing in short-term U.S. Government and Federal
Agency securities with an average maturity of less than 90 days.
* Janus Balanced Fund - Seeks long-term growth of capital balanced
by current income. The fund will normally invest 40 - 60% of its
assets in securities selected primarily for their growth potential and
40 - 60% of its assets in securities selected primarily for their
income potential. The fund invests in common and preferred stock,
U.S. Treasury issues, corporate bonds, and foreign investments.
7 (Continued)
<PAGE> 11
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
The fair value of individual investments that represent 5% or more of
the Plan's net assets available for plan benefits at December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1998 1997
---------- ----------
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund $7,979,303 $6,404,345
Janus Balanced Fund 5,605,554 4,006,555
Chase Bank Money Market Fund 5,465,444 4,849,906
Franklin Balance Sheet Investment Fund 4,497,545 4,993,506
Franklin U.S. Government Securities Fund 2,714,307 2,442,916
Templeton Foreign Fund 1,805,632 2,291,226
Loan Fund 2,325,064 2,161,754
========= =========
</TABLE>
8 (Continued)
<PAGE> 12
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
As of December 31, 1998, employees can direct the investment of their
contributions and the employer's contributions on their behalf into any
or all of the following investment funds: Fidelity Advisor Growth
Opportunities Fund, Kirby Corporation - Common Stock Fund, Templeton
Foreign Fund, Franklin Balance Sheet Investment Fund, Franklin U.S.
Government Securities Fund, Chase Bank Money Market Fund and Janus
Balanced Fund, all of which are managed by the trustee. Changes in net
assets available for benefits related to the individual funds for the
year ended December 31, 1998 are as follows:
<TABLE>
<CAPTION>
Fidelity Kirby
Advisor Corporation Franklin
Growth Common Templeton Balance Sheet
Opportunities Stock Foreign Investment
Cash Fund Fund Fund Fund
------------- ------------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $ -- 6,404,345 612,631 2,291,226 4,993,506
Contributions from participants (175) 804,736 133,231 266,894 548,069
Contributions from employers -- 278,245 51,683 98,383 192,986
Rollover contributions -- 28,533 17,541 -- 19,968
Interest and dividend income -- 342,707 -- 64,157 262,730
Net unrealized gain (loss)
in fair value of investments -- 1,062,897 (24,584) (262,123) (296,393)
Net realized gain (loss)
from disposition of investments -- 159,878 17,372 (26,261) 17,705
Other income -- 32,072 -- 152,564 --
Other activity (49) (68,009) (4,135) 3,895 (74,059)
---- --------- ------- -------- ---------
Total additions (224) 2,641,059 191,108 297,509 671,006
---- --------- ------- --------- ---------
Table continued on next page
</TABLE>
9 (Continued)
<PAGE> 13
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Fidelity Kirby
Advisor Corporation Franklin
Growth Common Templeton Balance Sheet
Opportunities Stock Foreign Investment
Cash Fund Fund Fund Fund
---- ------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Deductions from net assets
attributed to:
Benefits paid to participants 132 (877,600) (44,440) (297,010) (700,438)
Administration fees -- (33,141) (3,972) (10,292) (24,542)
--- --------- ------- --------- ---------
Total deductions 132 (910,741) (48,412) (307,302) (724,980)
--- --------- ------- --------- ---------
Net increase (decrease)
before interfund transfers (92) 1,730,318 142,696 (9,793) (53,974)
Interfund transfers, net 138 (155,360) 191,146 (475,801) (441,987)
--- --------- ------- --------- ---------
Net increase (decrease)
after interfund transfers 46 1,574,958 333,842 (485,594) (495,961)
--- --------- ------- --------- ---------
Net assets available
for benefits, end of year $ 46 7,979,303 946,473 1,805,632 4,497,545
=== ========= ======= ========= =========
Table continued on next page
</TABLE>
10 (Continued)
<PAGE> 14
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Franklin Chase
U.S. Bank
Government Money Janus
Securities Market Balanced Loan
Fund Fund Fund Fund Total
---------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year 2,442,916 4,849,906 4,006,555 2,161,754 27,762,839
Contributions from participants 297,283 671,807 567,216 -- 3,289,061
Contributions from employers 106,143 271,085 206,917 -- 1,205,442
Rollover contributions -- 48,106 73,161 -- 187,309
Interest and dividend income 188,534 254,767 140,383 178,303 1,431,581
Net unrealized gain (loss)
in fair value of investments (946) -- 1,008,909 -- 1,487,760
Net realized gain (loss)
from disposition of investments (2,908) -- 160,632 -- 326,418
Other income -- (947) -- -- 183,689
Other activity (26,160) (85,025) (66,171) 319,713 --
--------- --------- --------- --------- ----------
Total additions 561,946 1,159,793 2,091,047 498,016 8,111,260
--------- --------- --------- --------- ----------
Deductions from net
assets attributed to:
Benefits paid to participants (360,351) (1,026,646) (783,296) (334,706) (4,424,355)
Administration fees (11,205) (6,686) (20,538) -- (110,376)
-------- ---------- -------- --------- ----------
Total deductions (371,556) (1,033,332) (803,834) (334,706) (4,534,731)
Table continued on next page
</TABLE>
11 (Continued)
<PAGE> 15
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Franklin Chase
U.S. Bank
Government Money Janus
Securities Market Balanced Loan
Fund Fund Fund Fund Total
---------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net increase (decrease)
before interfund transfers 190,390 126,461 1,287,213 163,310 3,576,529
Interfund transfers, net 81,001 489,077 311,786 -- --
--------- --------- --------- --------- ----------
Net increase (decrease)
after interfund transfers 271,391 615,538 1,598,999 163,310 3,576,529
--------- --------- --------- -------- ----------
Net assets available for
benefits, end of year 2,714,307 5,465,444 5,605,554 2,325,064 31,339,368
========= ========= ========= ========= ==========
</TABLE>
12 (Continued)
<PAGE> 16
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
(4) Related Party Transactions
Certain plan investments are shares of Kirby Corporation common
stock and mutual funds managed by Chase Bank of Texas. Kirby is
the plan sponsor and Chase Bank of Texas is the trustee as defined
by the Plan, and therefore, these transactions qualify as party-in-
interest transactions.
(5) Federal Income Taxes
The Plan obtained its latest determination letter on December 30,
1996 in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since
receiving this determination letter. However, the Plan
Administrator believes the Plan is currently designed and operated
in compliance with the applicable requirements of the Code.
Therefore, the Plan Administrator believes the Plan was qualified
and the related trust was tax-exempt as of December 31, 1998. The
Company intends that the Plan and its related trust continue to so
qualify.
A participant is not taxed on employer contributions when made;
instead, taxation is deferred until the amount credited to the
participant's account is distributed or made available to him or,
in the event of the participant's death, to a beneficiary or an
estate. Amounts distributed or made available to employees or
their beneficiaries, in excess of their contributions, are taxable
according to the provisions of the Internal Revenue Code.
(6) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Net assets available for benefits per
the financial statements $31,339,368 $27,762,839
Amounts allocated to withdrawing participants 30,025 --
---------- ----------
Net assets available for benefits
per the Form 5500 $31,309,343 $27,762,839
========== ==========
13 (Continued)
<PAGE> 17
KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1998 and 1997
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
</TABLE>
<TABLE>
<CAPTION>
Years ended
December 31,
-----------------------
1998 1997
---------- ----------
<S> <C> <C>
Benefits paid to participants per the
financial statements $4,424,355 $2,331,780
Add: Amounts allocated to withdrawing participants
at December 31 (current year) 30,025 --
Less: Amounts allocated to withdrawing participants
at December 31 (prior year) -- --
--------- ---------
Benefits paid to participants per Form 5500 $4,454,380 $2,331,780
========= =========
</TABLE>
Amounts allocated to withdrawing participants are recorded on
the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not yet paid as of
that date.
14
<PAGE> 18
Schedule 1
KIRBY 401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
(Modified Cash Basis)
December 31, 1998
<TABLE>
<CAPTION>
Identity of issue,
borrower, lessor or Description of Current
Similar party asset Cost Value
- -------------------- ------------------------ ----------- -----------
<S> <C> <C> <C>
Common Trust Fund:
Chase Bank N.A. Chase Bank Money Market Fund $ 5,465,444 $ 5,465,444
========== ==========
Mutual Funds:
Fidelity Fidelity Advisor Growth
Opportunities Fund $ 5,957,601 $ 7,979,303
Templeton Templeton Foreign Fund 2,092,296 1,805,632
Franklin Franklin Balance Sheet
Investment Fund 4,258,031 4,497,545
Franklin Franklin U.S. Government
Securities Fund 2,689,953 2,714,307
Janus Janus Balanced Fund 4,495,051 5,605,554
---------- ----------
Total mutual funds $19,492,932 $22,602,341
========== ==========
Common stock:
Kirby Corporation Kirby Corporation Common Stock $ 938,776 $ 946,473
========== ==========
Participant loans - with interest rates
ranging from 7% to 10% and having maturities of
one to five years $ 2,325,064 $ 2,325,064
========== ==========
</TABLE>
Chase Bank N.A. and Kirby Corporation represent parties in interest to the Plan.
See accompanying independent auditors' report.
15
<PAGE> 19
Schedule 2
KIRBY 401(k) PLAN
Item 27 (d) - Schedule of Reportable Transactions
For the year ended December 31, 1998
<TABLE>
<CAPTION>
Number of Purchase Selling
Identity of issuer Description of assets transactions price price
- --------------------------- ---------------------- ------------ --------- ----------
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS: None
SERIES TRANSACTIONS:
Chase Bank of Texas, N.A. Fidelity Advisor Growth
Opportunities Fund 145 2,428,004 --
Chase Bank of Texas, N.A. Fidelity Advisor Growth
Opportunities Fund 142 -- 2,079,965
Chase Bank of Texas, N.A. Franklin Balance Sheet
Investment Fund 123 1,733,949 --
Chase Bank of Texas, N.A. Franklin Balance Sheet
Investment Fund 147 -- 1,954,205
Chase Bank of Texas, N.A. Janus Balanced Fund 141 2,037,411 --
Chase Bank of Texas, N.A. Janus Balanced Fund 144 -- 1,611,468
Chase Bank of Texas, N.A. Chase Bank Money Market Fund 129 5,084,272 --
Chase Bank of Texas, N.A. Chase Bank Money Market Fund 178 -- 4,469,398
Table continued on next page
</TABLE>
16 (Continued)
<PAGE> 20
Schedule 2 (Continued)
KIRBY 401(k) PLAN
Item 27 (d) - Schedule of Reportable Transactions (Continued)
For the year ended December 31, 1998
<TABLE>
<CAPTION>
Value of
asset on
Cost transaction
Identity of issuer Description of assets asset date Net gain
- ------------------- ---------------------------- --------- ----------- --------
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS: None
SERIES TRANSACTIONS:
Chase Bank of Texas, N.A. Fidelity Advisor Growth
Opportunities Fund 2,428,004 -- --
Chase Bank of Texas, N.A. Fidelity Advisor Growth
Opportunities Fund -- 1,689,494 390,471
Chase Bank of Texas, N.A. Franklin Balance Sheet
Investment Fund 1,733,949 -- --
Chase Bank of Texas, N.A. Franklin Balance Sheet
Investment Fund -- 1,759,217 194,988
Chase Bank of Texas, N.A. Janus Balanced Fund 2,037,411 -- --
Chase Bank of Texas, N.A. Janus Balanced Fund -- 1,475,398 136,070
Chase Bank of Texas, N.A. Chase Bank Money Market Fund 5,084,272 -- --
Chase Bank of Texas, N.A. Chase Bank Money Market Fund -- 4,469,398 --
</TABLE>
Note: The above transactions represent "reportable
transactions" as defined in Section 2520.103-6 of ERISA.
Chase Bank of Texas, N.A. represents a party in interest to the
Plan.
See accompanying independent auditors' report.
17
<PAGE> 21
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
Kirby CORPORATION
(Registrant)
/s/ G. Stephen Holcomb
-----------------------------
G. Stephen Holcomb
Vice President and Controller
June 30, 1999
<PAGE> 1
[KPMG LLP LETTERHEAD]
Independent Auditors' Consent
Plan Administrator
Kirby 401(k) Plan:
We consent to the incorporation by reference in the registration
statement No. 33-57625 on Form S-8 of Kirby Corporation of our report
dated June 17, 1999 related to the statements of net assets available
for benefits of the Kirby 401(k) Plan as of December 31, 1998 and 1997,
and the related statements of changes in net assets available for plan
benefits for the years then ended and the related supplemental
schedules, which report appears in the December 31, 1998 annual report
on Form 11-K of the Kirby 401(k) Plan.
KPMG LLP
Houston, Texas
June 29, 1999
