KIRBY CORP — Major Shareholding Notification 2004

Jul 22, 2004

SC 13G/A 1 a04-8108_2sc13ga.htm SC 13G/A

| UNITED
STATES | OMB APPROVAL |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | OMB Number: 3235-0145 |
| Washington,
D.C. 20549 | Expires: December 31, 2005 |
| SCHEDULE
13G | Estimated average burden hours per response. . 11 |

*Under the Securities Exchange Act of 1934 (Amendment No. 1)**

*Kirby Corporation*

(Name of Issuer)

*Common*

(Title of Class of Securities)

*497266106*

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 497266106 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) PRIMECAP Management Company 95-3868081 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization 225 South Lake Avenue #400, Pasadena, CA 91101 | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,355,188 |
| | 6. | Shared Voting Power -0- |
| | 7. | Sole Dispositive Power 1,595,688 |
| | 8. | Shared Dispositive Power -0- |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,595,688 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 6.51% | |
| 12. | Type of Reporting Person
(See Instructions) IA | |

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Item 1.	(a)	Name of Issuer
	(b)	Address of Issuer's
Principal Executive Offices
Item 2.
	(a)	Name of Person Filing
	(b)	Address of Principal
Business Office or, if none, Residence
	(c)	Citizenship
	(d)	Title of Class of
Securities
	(e)	CUSIP Number
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned:
	(b)	Percent of class:
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
		(ii)	Shared power to vote or to
direct the vote
		(iii)	Sole power to dispose or
to direct the disposition of
		(iv)	Shared power to dispose or
to direct the disposition of
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see Rule 13d-3(d)(1).
Item 5.	Ownership of Five Percent or Less
of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Instruction: Dissolution of a group requires a response to this
item.
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person
If any other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if
such interest elates to more than five percent of the class, such person
should be identified. A listing of the
shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of each member of the group. If a group has filed this schedule pursuant
to Rule 13d-1(c), attach an exhibit stating the identity of each member of
the group.
Item 8.	Identification and Classification
of Members of the Group
If a group has filed
this schedule pursuant to Rule 13d-(b)(ii)(H), so indicate under Item 3(h)
and attach an exhibit stating the identity and the Item 3 classification of
each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating
the identity of each member of the group.
Item 9.	Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See Item 5.
Item 10.	Certification
The following
certification shall be included if the statement is filed pursuant to Rule
13d-1(b)
By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having
such purposes or effect.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 16, 2004
Date
/s/ THEO KOLOKOTRONES
Signature
Theo Kolokotrones, President
Name/Title

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