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                                                                   EXHIBIT 10.23

                               KIRBY CORPORATION

                        2001 EMPLOYEE STOCK OPTION PLAN

                               ARTICLE I. GENERAL

     SECTION 1.1. Purpose.  The purpose of this Plan is to advance the interests
of Kirby Corporation, a Nevada corporation (the "Company"), by providing an
additional incentive to attract and retain qualified and competent employees for
the Company and its subsidiaries, upon whose efforts and judgment the success of
the Company is largely dependent, through the encouragement of stock ownership
in the Company by such persons.

     SECTION 1.2. Definitions.  As used herein, the following terms shall have
the meaning indicated:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Change in Control" means the occurrence of any of the following
     events:

             (i) Any "person" (as such term is used in Sections 13(d) and
        14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the
        beneficial owner, directly or indirectly, of voting securities
        representing thirty percent (30%) or more of the combined voting power
        of the Company's then outstanding voting securities or, if a person is
        the beneficial owner, directly or indirectly, of voting securities
        representing thirty percent (30%) or more of the combined voting power
        of the Company's outstanding voting securities as of the date the
        particular Option is granted, such person becomes the beneficial owner,
        directly or indirectly, of additional voting securities representing ten
        percent (10%) or more of the combined voting power of the Company's then
        outstanding voting securities;

             (ii) During any period of twelve (12) months, individuals who at
        the beginning of such period constitute the Board cease for any reason
        to constitute a majority of the Directors unless the election, or the
        nomination for election by the Company's stockholders, of each new
        Director was approved by a vote of at least a majority of the Directors
        then still in office who were Directors at the beginning of the period;

             (iii) The stockholders of the Company approve (A) any consolidation
        or merger of the Company or any Subsidiary that results in the holders
        of the Company's voting securities immediately prior to the
        consolidation or merger having (directly or indirectly) less than a
        majority ownership interest in the outstanding voting securities of the
        surviving entity immediately after the consolidation or merger, (B) any
        sale, lease, exchange or other transfer (in one transaction or a series
        of related transactions) of all or substantially all of the assets of
        the Company or (C) any plan or proposal for the liquidation or
        dissolution of the Company;

             (iv) The stockholders of the Company accept a share exchange, with
        the result that stockholders of the Company immediately before such
        share exchange do not own, immediately following such share exchange, at
        least a majority of the voting securities of the entity resulting from
        such share exchange in substantially the same proportion as their
        ownership of the voting securities outstanding immediately before such
        share exchange; or

             (v) Any tender or exchange offer is made to acquire thirty percent
        (30%) or more of the voting securities of the Company, other than an
        offer made by the Company, and shares are acquired pursuant to that
        offer.

For purposes of this definition, the term "voting securities" means equity
securities, or securities that are convertible or exchangeable into equity
securities, that have the right to vote generally in the election of Directors.
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          (c) "Code" means the Internal Revenue Code of 1986, as amended.

          (d) "Committee" means the Compensation Committee, if any, appointed by
     the Board.

          (e) "Date of Grant" means the date on which the Committee takes formal
     action to grant an Option or a Restricted Stock Award to an Eligible
     Person.

          (f) "Director" means a member of the Board.

          (g) "Eligible Person" means an employee of the Company or a
     Subsidiary.

          (h) "Fair Market Value" of a Share means the mean of the high and low
     sales price on the New York Stock Exchange on the day of reference as
     quoted in any newspaper of general circulation or, if the Shares shall not
     have been traded on such exchange on such date, the mean of the high and
     low sales price on such exchange on the next day prior thereto on which the
     Shares were so traded, as quoted in any newspaper of general circulation.
     If the Shares are not listed for trading on the New York Stock Exchange,
     the Fair Market Value on the date of reference shall be determined by any
     fair and reasonable means prescribed by the Committee.

          (i) "Incentive Stock Option" means an option that is an incentive
     stock option as defined in Section 422 of the Code.

          (j) "Nonincentive Stock Option" means an option that is not an
     Incentive Stock Option.

          (k) "Option" means any option granted under this Plan.

          (l) "Optionee" means a person to whom a stock option is granted under
     this Plan or any successor to the rights of such person under this Plan by
     reason of the death of such person.

          (m) "Participant" means a person to whom a Restricted Stock Award is
     granted under the Plan.

          (n) "Plan" means this 2001 Employee Stock Option Plan for Kirby
     Corporation.

          (o) "Restricted Stock" means Shares granted under this Plan that are
     subject to restrictions imposed by the Committee pursuant to Article III.

          (p) "Restricted Stock Award" means an award of Restricted Stock under
     this Plan.

          (q) "Share" means a share of the common stock, par value ten cents
     ($0.10) per share, of the Company.

          (r) "Subsidiary" means any corporation (other than the Company) in any
     unbroken chain of corporations beginning with the Company if each of the
     corporations other than the last corporation in the unbroken chain owns
     stock possessing 50% or more of the total combined voting power of all
     classes of stock in one of the other corporations in the chain.

     SECTION 1.3. Total Shares.  The maximum number of Shares that may be issued
under the Plan shall be One Million (1,000,000) Shares, which may be from Shares
held in the Company's treasury or from authorized and unissued Shares. If any
Option or Restricted Stock Award granted under the Plan shall terminate, expire
or be cancelled or surrendered as to any Shares, new Options or Restricted Stock
Awards may thereafter be granted covering such Shares.

     SECTION 1.4. Awards Under the Plan.  Only Eligible Persons may receive
awards under the Plan. Awards to Eligible Persons may be in the form of Options
or shares of Restricted Stock. No Option or Restricted Stock Award shall confer
on any person any right to continue as an employee of the Company or any
Subsidiary.

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                           ARTICLE II. STOCK OPTIONS

     SECTION 2.1. Grant of Options.  The Company may from time to time grant
Options to Eligible Persons. Options may be Incentive Stock Options or
Nonincentive Stock Options as designated by the Committee on the Date of Grant.
If no such designation is made by the Committee for an Option, the Option shall
be a Nonincentive Stock Option. The aggregate Fair Market Value (determined as
of the Date of Grant) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year under the Plan and all such plans of the Company and any parent or
subsidiary of the Company (as defined in Section 424 of the Code) shall not
exceed $100,000. Each Option shall be evidenced by an option agreement
containing any terms deemed necessary or desirable by the Committee that are not
inconsistent with the Plan or applicable law.

     SECTION 2.2. Exercise Price.  The exercise price per Share for any Option
shall be determined by the Committee, but shall not be less than the Fair Market
Value on the Date of Grant and shall not be less than 110% of the Fair Market
Value on the Date of Grant for any Incentive Stock Option if the Optionee is a
person who owns directly or indirectly (within the meaning of Section 422(b)(6)
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company.

     SECTION 2.3. Term of Option.  The term of an Option shall be determined by
the Committee, provided that, in the case of an Incentive Stock Option, the term
of the Option shall not exceed ten years from the Date of Grant unless the grant
is to a person who owns directly or indirectly (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of the Company, in which case the term of the Option
shall not exceed five years from the Date of Grant. Notwithstanding any other
provision of this Plan, no Option shall be exercised after the expiration of its
term.

     SECTION 2.4. Vesting.  Options shall be exercisable at such times and
subject to such terms and conditions as the Committee shall specify in the
option agreement. Unless the option agreement specifies otherwise, the Committee
shall have discretion at any time to accelerate such times and otherwise waive
or amend any conditions in respect of all or any portion of the Options held by
any Optionee. Notwithstanding the other provisions of this Section 2.4 and
unless otherwise provided in the option agreement, upon the occurrence of a
Change in Control, all Options outstanding at the time of the Change in Control
shall become immediately exercisable.

     SECTION 2.5. Termination of Options.

          (a) Except as otherwise provided in the option agreement, the portion
     of an Option that is exercisable shall automatically and without notice
     terminate upon the earliest to occur of the following:

             (i) thirty (30) days after the date on which Optionee ceases to be
        an Employee for any reason other than (x) death, (y) mental or physical
        disability as determined by a medical doctor satisfactory to the
        Committee or (z) termination for cause;

             (ii) one (1) year after the date on which Optionee ceases to be an
        Employee as a result of a mental or physical disability as determined by
        a medical doctor satisfactory to the Committee;

             (iii) either (y) one (1) year after the death of Optionee or (z)
        six (6) months after the death of Optionee if Optionee dies during the
        30-day period described in Section 2.5(a)(i) or the one-year period
        described in Section 2.5(a)(ii);

             (iv) the date on which Optionee ceases to be an Employee as a
        result of a termination for cause; and

             (v) the tenth anniversary of the Date of Grant of the Option.

          (b) The portion of an Option that is not exercisable shall
     automatically and without notice terminate on the date on which Optionee
     ceases to be an Employee for any reason.

          (c) The Committee shall have discretion at any time to extend the term
     of any Nonincentive Stock Option to any date that is not later than the
     date described in Section 2.5(a)(v).

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     SECTION 2.6. Exercise of Options.  An Option may be exercised in whole or
in part to the extent exercisable in accordance with Section 2.4 and the option
agreement. An Option shall be deemed exercised when (i) the Company has received
written notice of such exercise in accordance with the terms of the Option and
(ii) full payment of the aggregate exercise price of the Shares as to which the
Option is exercised has been made. Unless further limited by the Committee in
any Option, the exercise price of any Shares purchased shall be paid solely in
cash, by certified or cashier's check, by money order, by personal check or with
Shares owned by the Optionee for at least six months, or by a combination of the
foregoing. If the exercise price is paid in whole or in part with Shares, the
value of the Shares surrendered shall be their Fair Market Value on the date
received by the Company.

     SECTION 2.7. Adjustment of Shares.

          (a) If at any time while the Plan is in effect or unexercised Options
     are outstanding, there shall be any increase or decrease in the number of
     issued and outstanding Shares through the declaration of a stock dividend
     or through any recapitalization resulting in a stock split, combination or
     exchange of Shares, then and in such event:

             (i) appropriate adjustment shall be made in the maximum number of
        Shares then subject to being optioned under the Plan so that the same
        proportion of the Company's issued and outstanding Shares shall continue
        to be subject to being so optioned, and

             (ii) appropriate adjustment shall be made in the number of Shares
        and the exercise price per Share thereof then subject to any outstanding
        Option, so that the same proportion of the Company's issued and
        outstanding Shares shall remain subject to purchase at the same
        aggregate exercise price.

          (b) In the event of a merger, consolidation or other reorganization of
     the Company in which the Company is not the surviving entity, the Board or
     the Committee may provide for any or all of the following alternatives: (i)
     for Options to become immediately exercisable, (ii) for exercisable Options
     to be cancelled immediately prior to such transaction, (iii) for the
     assumption by the surviving entity of the Plan and the Options, with
     appropriate adjustments in the number and kind of shares and exercise
     prices or (iv) for payment in cash or stock in lieu of and in complete
     satisfaction of Options.

          (c) Any fractional shares resulting from any adjustment under this
     Section 2.7 shall be disregarded and each Option shall cover only the
     number of full shares resulting from such adjustment.

          (d) Except as otherwise expressly provided herein, the issuance by the
     Company of shares of its capital stock of any class, or securities
     convertible into shares of capital stock of any class, either in connection
     with direct sale or upon the exercise of rights or warrants to subscribe
     therefor, or upon conversion of shares or obligations of the Company
     convertible into such shares or other securities, shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number of
     or exercise price of Shares then subject to outstanding Options granted
     under the Plan.

          (e) Without limiting the generality of the foregoing, the existence of
     outstanding Options granted under the Plan shall not affect in any manner
     the right or power of the Company to make, authorize or consummate (i) any
     or all adjustments, recapitalizations, reorganizations or other changes in
     the Company's capital structure or its business; (ii) any merger or
     consolidation of the Company; (iii) any issue by the Company of debt
     securities, or preferred or preference stock that would rank above the
     Shares subject to outstanding Options; (iv) the dissolution or liquidation
     of the Company; (v) any sale, transfer or assignment of all or any part of
     the assets or business of the Company; or (vi) any other corporate act or
     proceeding, whether of a similar character or otherwise.

     SECTION 2.8. Transferability of Options.  An Option shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution. So long as an Optionee lives, only such Optionee or his or her
guardian or legal representative shall have the right to exercise such Option.

     SECTION 2.9. Issuance of Shares.  No person shall be, or have any of the
rights or privileges of, a stockholder of the Company with respect to any of the
Shares subject to any Option unless and until certificates representing such
Shares shall have been issued and delivered to such person.
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                         ARTICLE III. RESTRICTED STOCK

     SECTION 3.1. Grant of Restricted Stock Awards.  The Committee may from time
to time grant Restricted Stock Awards to Eligible Persons. Subject to the
provisions of the Plan and applicable law, all Restricted Stock Awards under the
Plan shall be in such form and shall have such terms and conditions as the
Committee, in its discretion, may from time to time determine.

     SECTION 3.2. Terms and Conditions of Restricted Stock Awards.  Each
Restricted Stock Award shall specify the number of shares of Restricted Stock
awarded, the price, if any, to be paid by the Participant receiving the
Restricted Stock Award and the date or dates on which the Restricted Stock will
vest. The vesting and number of shares of Restricted Stock may be conditioned
upon the completion of a specified period of service with the Company or its
Subsidiaries or upon the attainment of any performance goals established by the
Committee, including without limitation goals related to the performance of the
Company or any Subsidiary, division, department or other unit of the Company,
the performance of the Company's common stock or other securities, the
performance of the recipient of the Restricted Stock Award or any combination of
the foregoing.

     SECTION 3.3. Restrictions on Transfer.  Unless otherwise provided in the
grant relating to a Restricted Stock Award, stock certificates representing the
Restricted Stock granted to a Participant shall be registered in the
Participant's name or, at the option of the Committee, not issued until such
time as the Restricted Stock shall become vested or as otherwise determined by
the Committee. If certificates are issued prior to the shares of Restricted
Stock becoming vested, such certificates shall either be held by the Company on
behalf of the Participant, or delivered to the Participant bearing a legend to
restrict transfer of the certificate until the Restricted Stock has vested, as
determined by the Committee. The Committee shall determine whether the
Participant shall have the right to vote and/or receive dividends on the
Restricted Stock before it has vested. Except as may otherwise be expressly
permitted by the Committee, no share of Restricted Stock may be sold,
transferred, assigned or pledged by the Participant until such share has vested
in accordance with the terms of the Restricted Stock Award. Unless the grant of
a Restricted Stock Award specifies otherwise, in the event of a Participant's
termination of employment before all the Participant's Restricted Stock has
vested, or in the event other conditions to the vesting of Restricted Stock have
not been satisfied prior to any deadline for the satisfaction of such conditions
set forth in the award, the shares of Restricted Stock that have not vested
shall be forfeited and any purchase price paid by the Participant shall be
returned to the Participant. At the time Restricted Stock vests (and, if the
Participant has been issued legended certificates for Restricted Stock, upon the
return of such certificates to the Company), a certificate for such vested
shares shall be delivered to the Participant (or the beneficiary designated by
the Participant in the event of death), free of all restrictions.

     SECTION 3.4. Accelerated Vesting.  Notwithstanding the vesting conditions
set forth in a Restricted Stock Award, unless the Restricted Stock Award grant
or other agreement with the Participant specifies otherwise:

          (a) the Committee may in its discretion at any time accelerate the
     vesting of Restricted Stock or otherwise waive or amend any conditions of a
     grant of a Restricted Stock Award, and

          (b) all shares of Restricted Stock shall vest upon a Change of Control
     of the Company.

     SECTION 3.5. Section 83(b) Election.  If a Participant receives Restricted
Stock that is subject to a "substantial risk of forfeiture," such Participant
may elect under Section 83(b) of the Code to include in his or her gross income,
for the taxable year in which the Restricted Stock is received, the excess of
the Fair Market Value of such Restricted Stock on the Date of Grant (determined
without regard to any restriction other than one which by its terms will never
lapse), over the amount paid for the Restricted Stock. If the Participant makes
the Section 83(b) election, the Participant shall (a) make such election in a
manner that is satisfactory to the Committee, (b) provide the Company with a
copy of such election, (c) agree to promptly notify the Company if any Internal
Revenue Service or state tax agent, on audit or otherwise, questions the
validity or correctness of such election or of the amount of income reportable
on account of such election and (d) agree to such federal and state income tax
withholding as the Committee may reasonably require in its sole discretion.
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                       ARTICLE IV. ADDITIONAL PROVISIONS

     SECTION 4.1. Administration of the Plan.  The Plan shall be administered by
the Committee. The Committee shall have the authority to interpret the
provisions of the Plan, to adopt such rules and regulations for carrying out the
Plan as it may deem advisable, to decide conclusively all questions arising with
respect to the Plan and to make all other determinations and take all other
actions necessary or desirable for the administration of the Plan. All decisions
and acts of the Committee shall be final and binding upon all affected Optionees
and Participants. If there is no Committee, the Board shall administer the Plan
and in such case all references to the Committee shall be deemed to be
references to the Board.

     SECTION 4.2. Amendment.  The Board may amend or modify the Plan in any
respect at any time. Such action shall not impair any of the rights of any
holder of any Option or Restricted Stock outstanding on the date of the
amendment or modification without the holder's written consent.

     SECTION 4.3. Duration and Termination.  The Plan shall be of unlimited
duration, provided that no Incentive Stock Option shall be granted under the
Plan on or after the tenth anniversary of the approval of the Plan by the
stockholders of the Company. The Board may suspend, discontinue or terminate the
Plan at any time. Such action shall not impair any of the rights of any holder
of any Option or Restricted Stock outstanding on the date of the Plan's
suspension, discontinuance or termination without the holder's written consent.

     SECTION 4.4. Withholding.  Prior to the issuance of any Shares under the
Plan, arrangements satisfactory to the Committee in its sole discretion shall
have been made for the Optionee's or Participant's payment to the Company of the
amount, if any, that the Committee determines to be necessary for the Company or
Subsidiary employing the Optionee or Participant to withhold in accordance with
applicable federal or state income tax withholding requirements.

     SECTION 4.5. Agreements and Undertakings.  As a condition of any issuance
or transfer of a certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan, any agreement or any law or
regulation including, but not limited to, the following:

          (a) a representation, warranty or agreement by the Optionee or
     Participant to the Company that the Optionee or Participant is acquiring
     the Shares for investment and not with a view to, or for sale in connection
     with, the distribution of any such Shares; and

          (b) a representation, warranty or agreement to be bound by any legends
     that are, in the opinion of the Committee, necessary or appropriate to
     comply with the provisions of any securities law deemed by the Committee to
     be applicable to the issuance of the Shares and are endorsed on the Share
     certificates.

     SECTION 4.6. Governing Law.  The Plan shall be governed by the laws of the
State of Texas except to the extent that federal law or Nevada corporate law is
controlling.

     SECTION 4.7. Effective Date.  The Plan shall be effective as of January 15,
2001. If the Plan is not approved by a majority of the Company's stockholders
represented in person or by proxy at a duly convened meeting on or before the
first anniversary of the effective date of the Plan, (a) each Nonincentive Stock
Option theretofore granted under the Plan shall remain outstanding, (b) each
Incentive Stock Option theretofore granted under the Plan shall be deemed to be
a Nonincentive Stock Option and shall remain outstanding as such, (c) any
Restricted Stock theretofore granted under the Plan shall remain outstanding and
(d) no further Options or Restricted Stock shall be granted under the Plan after
the first anniversary of the effective date of the Plan or, if earlier, the date
of a meeting of stockholders of the Company at which the Plan is proposed for
approval but is not approved.

ADOPTED BY THE BOARD:     January 15, 2001

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