FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Waterman William M.   2. Issuer Name and Ticker or Trading Symbol KIRBY CORP [KEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 454 CANTITOE STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2014 (Street) BEDFORD, NY 10506 4. If Amendment, Date Original Filed(Month/Day/Year) 03/14/2014 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.10 per share 03/12/2014   S   50,000 D $ 103.596 (1) 246,805 I (2) Trust (3) Common Stock, par value $.10 per share 03/13/2014   S   29,793 D $ 103.804 (4) 217,012 I (2) Trust (3) Common Stock, par value $.10 per share               151,001 D (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Waterman William M. 454 CANTITOE STREET BEDFORD, NY 10506	X

Signatures

G. Stephen Holcomb, Agent and Attorney-in-fact		03/17/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported price is the weighted average sales price. The sales were at prices ranging from $102.3925 to $104.05 per share. The reporting person will provide, upon request by the Commission staff, full information regarding the number of shares sold at each separate price.
(2)	Original Form 4 filed on 03/14/14 erroneously reported stock sales from Direct shares. Shares were sold from Indirect shares held by a grantor retained annuity trust for the benefit of the reporting person and, following the expiration of the two-year annuity term, for the benefit of the wife of the reporting person and his two adult children.
(3)	Shares are held by a grantor retained annuity trust for the benefit of the reporting person and, following the expiration of the two-year annuity term, for the benefit of the wife of the reporting person and his two adult children.
(4)	The reported price is the weighted average sales price. The sales were at prices ranging from $103 to $104.485 per share. The reporting person will provide, upon request by the Commission staff, full information regarding the number of shares sold at each separate price.

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