<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>ex13.txt
<DESCRIPTION>EX-13
<TEXT>
                                                              Exhibit No. (13)

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
Kimberly-Clark  Corporation  and  Subsidiaries

BUSINESS  SEGMENTS

     As  a  result  of  organizational changes announced in November 2001, the
Corporation  redefined  its business segments.  The newly defined segments are
Personal  Care,  Consumer  Tissue  and Business-to-Business.

     Historical  information  contained  in  this  Management's Discussion and
Analysis  has been reclassified for comparative purposes to be consistent with
the  new  business  segment  definitions.    Sales and operating profit of K-C
Professional and Neenah Paper have been removed from the former Tissue segment
and  are  included  in  the  new  Business-to-Business  segment along with the
Corporation's  Health  Care,  Nonwovens  and  Technical  Paper operations that
formerly  constituted  the  Health  Care  and  Other segment.  The now smaller
Tissue segment was renamed Consumer Tissue.  The Personal Care segment did not
change.

     The  Personal  Care  segment manufactures and markets disposable diapers,
training  and  youth  pants  and  swimpants;  feminine  and  incontinence care
products;  and  related  products.  Products in this segment are primarily for
household  use  and  are  sold  under  a  variety  of  well-known brand names,
including  Huggies,  Pull-Ups,  Little  Swimmers, GoodNites, Kotex, Lightdays,
Depend,  Poise  and  other  brand  names.

     The  Consumer Tissue segment manufactures and markets facial and bathroom
tissue,  paper  towels  and  napkins for household use; wet wipes; and related
products.    Products  in  this  segment  are  sold  under the Kleenex, Scott,
Cottonelle,  Viva,  Andrex,  Scottex,  Page,  Huggies  and  other brand names.

     The  Business-to-Business  segment  manufactures  and  markets facial and
bathroom  tissue,  paper  towels,  wipers  and napkins for away-from-home use;
health  care  products  such  as  surgical  gowns,  drapes,  infection control
products,  sterilization  wraps,  disposable  face  masks  and  exam  gloves,
respiratory products, and other disposable medical products; printing, premium
business  and correspondence papers; specialty and technical papers; and other
products.    Products  in  this  segment  are  sold  under the Kimberly-Clark,
Kleenex, Scott, Kimwipes, WypAll, Surpass, Safeskin, Tecnol, Ballard and other
brand  names.

<PAGE>

<TABLE>
<CAPTION>

ANALYSIS  OF  CONSOLIDATED  NET  SALES  -  THREE YEARS ENDED DECEMBER 31, 2001


By Business Segment

 (Millions of dollars)             2001        2000        1999
-----------------------------------------------------------------
<s>                             <c>         <c>         <c>
Personal Care. . . . . . . . .  $ 5,677.6   $ 5,437.6   $ 5,138.1
Consumer Tissue. . . . . . . .    5,383.5     5,061.3     4,855.0
Business-to-Business . . . . .    3,624.8     3,678.9     3,156.6
Intersegment sales . . . . . .     (161.5)     (195.8)     (142.9)
                                ---------   ---------   ---------

  Consolidated . . . . . . . .  $14,524.4   $13,982.0   $13,006.8
                                =========   =========   =========

By Geographic Area

 (Millions of dollars)             2001        2000        1999
-----------------------------------------------------------------

United States. . . . . . . . .  $ 9,327.7   $ 9,059.4   $ 8,392.5
Canada . . . . . . . . . . . .      938.3       990.3       843.4
Intergeographic sales. . . . .     (694.7)     (673.5)     (507.4)
                                ---------   ---------   ---------

  Total North America. . . . .    9,571.3     9,376.2     8,728.5

Europe . . . . . . . . . . . .    2,648.4     2,474.5     2,544.7
Asia, Latin America and other.    2,864.4     2,680.5     2,084.6
Intergeographic sales. . . . .     (559.7)     (549.2)     (351.0)
                                ---------   ---------   ---------

  Consolidated . . . . . . . .  $14,524.4   $13,982.0   $13,006.8
                                =========   =========   =========
</TABLE>


Commentary:

2001  versus  2000

     Consolidated  net  sales  increased  3.9  percent  above 2000.  Excluding
changes  in  foreign  currency  exchange rates, primarily in Europe, Korea and
Brazil,  net sales increased more than 6 percent.  Sales volumes advanced over
4  percent with each business segment contributing to the gain.  Acquisitions,
including  Linostar  S.p.A.  ("Linostar") in Italy, S-K Corporation ("S-K"), a
former  licensee in Taiwan, and the purchase of an additional 5 percent of its
former  equity  affiliate,  Kimberly-Clark  Australia  Pty.  Ltd. ("KCA") that
increased  the  Corporation's  ownership  to  55  percent  of  that  entity,
contributed  about  3  percentage  points of the increased net sales.  Selling
prices  increased  nearly  2  percent.

-    Worldwide net sales of personal care products increased 4.4 percent.
     Sales  volume growth of 7 percent was partially offset by a negative 3
     percent effect of changes in currency exchange rates.  Excluding currency
     effects, net sales increased in every geographic region. In North America,
     net sales advanced  because  of  2  percent  higher  selling  prices.
     In Europe, sales volumes gained 19 percent driven by strong sales of
     Huggies diapers, including an  11  percentage  point  contribution  from
     the January 2001 acquisition of Linostar. Strong volume gains in the
     Caribbean region of Latin America were partially  offset by lower volumes
     in Brazil resulting from market contraction in that country. Asia's sales
     volume benefited from the acquisitions of KCA and  S-K  and  from  growth
     in  Korea for diapers and feminine care products, partially offset by  a
     sales  volume  decline  in  China.

-    Worldwide net sales of consumer tissue products increased 6.4 percent.
     Excluding  currency  effects,  primarily  in  Europe and Korea, net sales
     were nearly 9 percent higher with sales volume and selling price increases
     each contributing  about equally to the advance.  More than half of the
     increase in sales  volumes  was due to higher sales of bathroom tissue,
     particularly Scott tissue, and Huggies baby wipes in North America.
     This region also contributed over half the gain in selling prices, which

<PAGE>

     was attributable to facial tissue and household towel price increases.
     Selling  price increases in Europe contributed the balance of the gain.
     Sales volumes in Latin America grew over 8 percent.  Asia produced almost
     half the increase  in  sales  volumes,  primarily due to KCA and higher
     sales in Korea.

-    Net sales for the business-to-business segment declined 1.5 percent.
     Excluding currency effects, net  sales  were about equal to the prior
     year. Net sales for health care products expanded 8 percent, principally
     due to increased sales volumes.  However, net sales in North America for
     K-C Professional,  Neenah  Paper  and  Technical Paper declined due to
     lower sales volumes  that  reflected  the  slowdown  in  market demand
     associated with the economic  downturn.

2000  versus  1999

     Consolidated  net  sales  increased 7.5 percent above 1999.  In 1999, the
Corporation  closed  its  integrated  pulp operation in Mobile, Ala., sold the
associated  timberlands  and  sold  its  pulp  mill located in Miranda, Spain.
Excluding  the  revenues  of these divested businesses, consolidated net sales
increased  more  than  8  percent.    Sales  volumes increased approximately 9
percent,  with  each business segment contributing to the gain.  While selling
prices increased nearly 2 percent, changes in foreign currency exchange rates,
primarily  in  Europe,  reduced  consolidated  net  sales by almost 3 percent.
Although  the  preceding tables include the divested businesses, the following
net  sales  commentary  excludes  their  results in order to facilitate a more
meaningful  discussion.

-    Worldwide net sales of personal care products were 5.8 percent higher
     primarily due to increased sales volumes.  Selling price increases of
     nearly 2 percent  were  offset  by  the  negative effect of changes in
     foreign currency exchange rates. Net sales were higher in every geographic
     region.  In North America,  a  slight  decline  in overall sales volumes
     was more than offset by increased  selling  prices.  In Europe, sales
     volumes were 16 percent greater, driven  by  strong  sales of Huggies
     diapers.  The net sales increase in Latin America  was  primarily  due
     to  continued  expansion in sales volumes.  Asia benefited from increased
     sales volumes of diapers and feminine care products in  Korea  and  the
     acquisition  of  S-K.  On March 31, 2000, the Corporation increased  its
     ownership  interest  in  Hogla-Kimberly Limited ("Hogla"), its Israeli
     affiliate, to 50.1 percent and began to consolidate Hogla's results in
     April  2000.

-    Worldwide net sales of consumer tissue products increased nearly 6
     percent. Excluding currency effects, net sales increased approximately 9
     percent.  Sales volumes grew about 8 percent and selling price increases
     added the  remainder. Excluding  currency  effects,  net  sales increased
     in each geographic  region.  The increase in sales volumes was primarily
     due to higher sales  of  Kleenex  Cottonelle  and  Scott bathroom tissue.
     Other significant contributors  to  the increase were household towels and
     wet wipes products in North  America.   Sales volumes in Europe benefited
     from the Attisholz Holding AG  ("Attisholz")  tissue  brands  acquired  in
     June 1999.  In Latin America, higher  sales  volumes  accounted  for  the
     increase  in  net  sales. The consolidation  of  Hogla also contributed to
     the overall higher sales volumes.

-    Net sales for the business-to-business segment increased approximately
     18 percent, primarily due to increased sales volumes for washroom products
     in North  America and the acquisitions of Ballard Medical Products
     ("Ballard") in September  1999  and  Safeskin  Corporation  ("Safeskin")
     in  February  2000.

<PAGE>

UNUSUAL  ITEMS

     For  purposes  of  this  Management's  Discussion and Analysis, the items
summarized in the following table are considered to be unusual items ("Unusual
Items").

<TABLE>
<CAPTION>



                                                         Year Ended December 31
                                                     ------------------------------
(Millions of dollars)                                  2001      2000       1999
-----------------------------------------------------------------------------------
<s>                                                  <c>       <c>        <c>
Charges (credits) to Operating Profit:
  North American mill closing and other write-offs.  $   52.6  $      -   $      -
  Latin American asset plan . . . . . . . . . . . .      32.5         -          -
  Arbitration settlements . . . . . . . . . . . . .      43.2         -          -
  Business integration and other costs. . . . . . .      29.1      35.1       22.6
  Business improvement programs . . . . . . . . . .      55.5      24.4       47.8
  Patent settlement and accrued liability reversal.         -     (75.8)         -
  Litigation settlements. . . . . . . . . . . . . .         -      15.2          -
  Gains on asset disposals. . . . . . . . . . . . .         -         -     (167.7)
                                                     --------  --------    -------

Net charge (credit) for unusual items . . . . . . .     212.9      (1.1)     (97.3)
Operating profit as reported. . . . . . . . . . . .   2,338.2   2,633.8    2,435.4
                                                     --------  --------   --------

Operating profit before unusual items . . . . . . .  $2,551.1  $2,632.7   $2,338.1
                                                     ========  ========   ========
</TABLE>


-    On  November  30,  2001  the  Corporation  announced  plans for the
     streamlining  of  manufacturing  operations  in  Latin  America, including
     the shutdown  of  four  small, older plants, as well as the closure of a
     technical paper  mill  and  the  write-off  of  excess  manufacturing
     equipment in North America. Also  included  in  those plans was a one-time
     payment to settle a vendor  contract agreement in North America. Included
     in the charges recorded in  the  fourth  quarter 2001 was $2.3 million of
     employee severance costs for 243  affected  employees  who  were  notified
     of  their severance and related benefits.  As of December 31, 141 of these
     individuals were no longer actively employed  by  the  Corporation. The
     remaining  102  employees  will  cease employment  with  the  Corporation
     principally in the first quarter 2002.  The accrued liability related to
     this latter group was $1.5 million as of December 31,  2001.   Other cash
     charges related to the plans totaled $16.1 million and were  recorded  in
     the fourth quarter. As of December 31, 2001 the accrued liability related
     to these other exit costs was $15.2 million, including $11.0 million  for
     the  vendor  contract  settlement that was paid in early January 2002.
     Total noncash costs for the plans recorded in the fourth quarter were
     $66.7 million, including the write-off of the assets associated with the
     technical  paper  mill  that  was  closed  in  December  2001.

     It is anticipated that by the end of 2003, approximately $32 million will
     be recorded  to  complete  these plans.  The estimated cost to complete the
     plans includes $14 million of severance for approximately 1,100 employees,
     which will be recorded when the employees are notified of their severance,
     and $12 million  of  accelerated  depreciation  for  assets  that will be
     removed from service,  primarily  during  2002.

-    Included in the fourth quarter 2001 was a charge of $43.2 million the
     Corporation recorded pursuant to arbitration rulings released on January 21
     and 31, 2002. The rulings resolved two disputes related to the closure of
     the Corporation's  Mobile, Ala., pulp mill in 1999 and the supply of energy
     to the Corporation's  Mobile  tissue  mill.

-    As part of the integration of acquired businesses, including Linostar,
     S-K, Safeskin, Ballard and Attisholz, certain costs related to assimilating
     these  operations  were  expensed as incurred in 2001, 2000 and 1999.  Also
     in 2000, a downward revision in the estimated market value of certain
     nonproductive  assets  was  recorded.


<PAGE>

-    The  2001 business improvement charges primarily relate to workforce
     severance and  asset  consolidation  programs  to streamline personal care
     operations in North  America  and  China. The 2000  and  1999 charges were
     primarily for accelerated depreciation stemming from business improvement
     programs announced in  1999  and  1998.

-    In  the  first quarter of 2000, the Corporation was compensated for
     royalty income related to prior years and recorded this settlement as other
     income. Also, certain estimated liabilities related to the 1997 disposition
     of a pulp and newsprint  business were reversed to other income because no
     claims had been made by the  buyer and the accrual ceased to be required.

-    In 2000, the Corporation reached agreements to settle certain litigation
     and  recorded  charges  related  to  these  settlements.

-    Gains  on  asset disposals primarily relate to the 1999 sale of the
     timberlands  associated  with  the  pulp  operation  in  Mobile,  Ala.

     The  items  displayed  in  the  preceding  table  have been excluded from
operating  profit  in  the  "Before  Unusual  Items"  columns in the following
Consolidated  Operating  Profit  tables.

<TABLE>
<CAPTION>

ANALYSIS  OF  CONSOLIDATED  OPERATING  PROFIT  -  THREE  YEARS  ENDED  DECEMBER  31,  2001

By  Business  Segment


                                       2001                  2000                  1999
                                ------------------   -------------------   ------------------
                                           BEFORE               Before               Before
                                   AS      UNUSUAL     As       Unusual      As      Unusual
(Millions of dollars)           REPORTED   ITEMS     Reported   Items      Reported  Items
---------------------------------------------------------------------------------------------
<s>                             <c>       <c>        <c>        <c>        <c>       <c>
Personal Care. . . . . . . . .  $1,042.7  $1,119.5   $1,136.7   $1,141.9   $1,092.8  $1,109.1
Consumer Tissue. . . . . . . .     863.7     902.9      825.1      847.1      689.2     727.8
Business-to-Business . . . . .     599.4     650.8      666.0      698.3      579.2     605.4
Other income (expense), net. .     (83.7)    (38.2)     104.2       43.6      180.0       3.3
Unallocated - net. . . . . . .     (83.9)    (83.9)     (98.2)     (98.2)    (105.8)   (107.5)
                                --------   -------   --------   --------    -------  --------

  Consolidated . . . . . . . .  $2,338.2  $2,551.1   $2,633.8   $2,632.7   $2,435.4  $2,338.1
                                ========  ========   ========   ========   ========  ========
</TABLE>

<TABLE>
<CAPTION>

By Geographic Area


                                       2001                  2000                  1999
                                ------------------   -------------------   ------------------
                                           BEFORE               Before               Before
                                   AS      UNUSUAL     As       Unusual      As      Unusual
(Millions of dollars)           REPORTED   ITEMS     Reported   Items      Reported  Items
---------------------------------------------------------------------------------------------
<s>                             <c>       <c>        <c>        <c>        <c>       <c>
United States. . . . . . . . .  $1,927.5  $2,034.4   $1,937.1   $1,972.0   $1,821.9  $1,868.8
Canada . . . . . . . . . . . .     156.9     159.5      211.3      212.7      105.3     110.9
Europe . . . . . . . . . . . .     176.2     188.8      149.7      172.9      183.3     219.8
Asia, Latin America and other.     245.2     290.5      329.7      329.7      250.7     242.8
Other income (expense), net. .     (83.7)    (38.2)     104.2       43.6      180.0       3.3
Unallocated - net. . . . . . .     (83.9)    (83.9)     (98.2)     (98.2)    (105.8)   (107.5)
                                --------   -------    -------    -------   --------  --------

  Consolidated . . . . . . . .  $2,338.2  $2,551.1   $2,633.8   $2,632.7   $2,435.4  $2,338.1
                                ========  ========   ========   ========   ========  ========
<FN>

Note: Unallocated  -  net consists of expenses not associated with the business segments or geographic areas.
</TABLE>


<PAGE>

Commentary:

2001  versus  2000

     Operating  profit before the Unusual Items declined 3.1 percent primarily
due  to  other income (expense), net.  Operating profit as a percentage of net
sales  decreased  from  18.8  percent  in  2000  to 17.6 percent in 2001.  The
results  of  the  business  segments  were affected in North America by higher
energy  costs early in 2001, significant start-up costs to support the rollout
of  new and improved products, increased fringe benefit costs primarily due to
lower  returns  on  pension  assets  and  lower  earnings  for  most  of  the
business-to-business  operations  resulting  from the downturn in the economy.
These  results were also affected by a decline in earnings from Latin American
operations  due  to difficult business conditions and overall higher marketing
expenses.  These factors offset increased selling prices, higher sales volumes
and  lower pulp costs.  The following commentary excludes the Unusual Items in
both  years.

-    Operating  profit  for personal care products declined 2.0 percent.
     Operating profit benefited from sales volume gains including the
     consolidation of  KCA.    Strong  contributors  to  the volume gains were
     diapers in Europe, training  pants  in  North  America  and diapers and
     feminine care products in Korea.    However,  higher marketing expenses,
     particularly in Europe, and the increased fringe benefit costs in North
     America more than offset the effect of the  higher  sales  volumes.

-    Operating profit for consumer tissue products increased 6.6 percent.
     Selling  price  increases  in North America for facial and bathroom tissue
     and towel products and in Europe, primarily for bathroom tissue, combined
     with lower pulp costs and the increase in sales volumes were the drivers
     behind the increase. Partially offsetting these gains were higher energy,
     start-up and fringe benefit costs in North America and higher marketing
     costs in North America  and  Europe.

-    Operating profit for the business-to-business segment decreased 6.8
     percent. Health care operating profit increased more than 20 percent on the
     strength of the higher sales volumes. As previously stated, the other North
     American operations in this segment were adversely affected by the downturn
     in the  economy. The benefit of lower pulp costs did not offset the impacts
     of lower  sales  volumes  and  higher  energy  and  fringe  benefit  costs.

-    Other income (expense), net for 2001 includes a charge of approximately
     $33 million in Latin America for sales tax credits that were determined to
     have a realizable value lower than originally  estimated  and  currency
     transaction losses versus gains in 2000. Also included in 2000 were gains
     on minor asset sales.

2000  versus  1999

     Operating  profit  before  the  Unusual Items increased 12.6 percent, and
operating  profit  as a percentage of net sales increased from 18.0 percent in
1999  to 18.8 percent in 2000.  The increase in operating profit was primarily
driven  by the higher sales volumes.  In addition, selling price increases and
manufacturing  cost  improvements combined to more than offset the higher cost
of  raw  materials, primarily pulp costs, and increased goodwill amortization.
The  following  commentary  excludes  the  Unusual  Items  in  both  years.

-    Operating profit for personal care products increased 3.0 percent as
     increased sales volumes and selling prices combined to more than offset
     higher raw  materials  costs  and  greater  marketing  expense, which was
     incurred to support launches of new  products  and  geographic expansion.
     Higher sales volumes  for diapers in Europe and diapers and feminine care
     products in Korea and  selling  price  increases  in  North America,
     principally for diapers and feminine  care  products,  were  major
     contributors  to the results achieved.

<PAGE>

-    Operating  profit  for  consumer  tissue products was greater by 16.4
     percent, primarily  due  to increased selling prices and sales volumes
     that combined to more than offset the higher costs of raw materials. In
     North America, increased sales volumes and reduced manufacturing costs
     for Kleenex Cottonelle and  Scott  bathroom  tissue  and  higher selling
     prices and sales volumes for towel  products  were  the  principal
     contributors  to  improved results.  In Europe,  increased  sales volumes
     did not offset the negative impact of higher pulp  prices  and  currency
     effects.

-    Operating profit for the business-to-business segment increased 15.3
     percent,  principally  due  to  the  additional  sales  volumes in health
     care operations  associated  with the Ballard and Safeskin acquisitions.
     In the other  operations  in  this segment, increased selling prices and
     higher sales volumes  did  not  offset  the  increased  cost  of  pulp.

-    Operating  profit in North America benefited from a pension credit,
     primarily attributable to favorable returns on pension assets, which more
     than offset  higher  costs  for  other  postretirement  benefits.

-    Other income (expense), net increased primarily due to favorable foreign
     currency  effects  and  gains  on  minor  asset  sales.

ADDITIONAL  INCOME  STATEMENT  COMMENTARY

2001  versus  2000

-    Interest  expense  decreased primarily due to lower interest rates,
     partially  offset  by  a  higher  average  debt  level.

-    The Corporation's effective income tax rate was 29.8 percent in 2001
     compared  with  31.1 percent in 2000.  Before the Unusual Items in both
     years, the effective tax rate was 30.3 percent in 2001 compared with 31.0
     percent in 2000.    The lower effective tax rate was primarily due to tax
     initiatives and the  resolution of prior years' income tax matters, and
     because the mix of the Corporation's  income continues to shift to
     jurisdictions with lower effective tax  rates.

-    The Corporation's share of net income of equity companies was $154.4
     million in 2001 compared with $186.4 million in 2000. The decrease was
     primarily  due to the previously mentioned consolidation of KCA and net
     losses at  the  Corporation's  affiliates in Brazil and Argentina due to
     the unstable and  contracting  economies of those countries. Argentina's
     results were also affected  by  the  devaluation  of  its  currency.

-    Minority owners' share of subsidiaries' net income was even with 2000.
     The  effect  of  the  consolidation  of KCA and the recognition in 2001
     of the return  on  preferred securities to the minority interest in the
     Corporation's consolidated foreign financing subsidiary (as described
     under  Financing Commentary)  were  offset  by  the  lower  earnings  in
     Latin  America.

-    On a diluted basis, net income was $3.02 per share in 2001 compared with
     $3.31  per  share  in  2000, a decrease of 8.8 percent.  Earnings before
     the Unusual Items were $3.27 per  share  in  2001  compared  with  $3.32
     per  share  in  2000,  a decrease of 1.5 percent.

2000  versus  1999

-    Interest expense increased due to both higher average debt levels and
     increased  interest  rates.

-    The Corporation's effective income tax rate was 31.1 percent in 2000
     compared  with  32.4 percent in 1999.  Before the Unusual Items in both
     years, the  Corporation's effective income tax rate was 31.0 percent in
     2000 compared with  32.1 percent in 1999.  The lower effective tax rate
     was primarily due to tax  initiatives.

<PAGE>

-    The  Corporation's  share of net income of equity companies was $186.4
     million in  2000 compared with $189.6 million in 1999. The decrease was
     primarily due to the previously mentioned consolidation of Hogla in 2000.

-    Minority owners' share of subsidiaries' net income increased in 2000
     primarily due to improved results of the Corporation's majority owned
     subsidiaries  in  the  Andean  region  and  the  consolidation of Hogla.

-    On a diluted basis, net income was $3.31 per share in 2000 compared with
     $3.09  per  share  in  1999,  an increase of 7.1 percent.  Earnings before
     the Unusual  Items  were  $3.32 per share in 2000 compared with $2.98 per
     share in 1999,  an  increase  of  11.4  percent.

<TABLE>
<CAPTION>

SALES  OF  PRINCIPAL  PRODUCTS



(Billions of dollars)                                                  2001   2000   1999
------------------------------------------------------------------------------------------
<s>                                                                    <c>    <c>    <c>
Family care tissue products . . . . . . . . . . . . . . . . . . . . .  $ 4.8  $ 4.5  $ 4.2
Diapers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3.3    3.2    3.0
Away-from-home tissue products. . . . . . . . . . . . . . . . . . . .    1.9    1.9    1.7
All other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4.5    4.4    4.1
                                                                       -----  -----  -----

  Consolidated. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $14.5  $14.0  $13.0
                                                                       =====  =====  =====
</TABLE>



LIQUIDITY  AND  CAPITAL  RESOURCES

<TABLE>
<CAPTION>


                                                                      Year Ended December 31
                                                                     ------------------------
(Millions of dollars)                                                  2001            2000
---------------------------------------------------------------------------------------------
<s>                                                                  <c>            <c>
Cash provided by operations . . . . . . . . . . . . . . . . . . . .  $2,253.8       $2,133.2
Capital spending. . . . . . . . . . . . . . . . . . . . . . . . . .   1,099.5        1,170.3
Acquisitions of businesses, net of cash acquired. . . . . . . . . .     135.0          294.5
Proceeds from dispositions of property, businesses and investments.      67.5           97.6
Proceeds from notes receivable. . . . . . . . . . . . . . . . . . .         -          220.0
Proceeds from issuance of preferred securities of subsidiary. . . .     516.5              -
Ratio of net debt and preferred securities to capital . . . . . . .      38.9%          35.2%
Pretax interest coverage - times. . . . . . . . . . . . . . . . . .      11.7           11.4
</TABLE>


Cash  Flow  Commentary:

-    Cash provided by operations increased by $120.6 million.  Net income
     plus  noncash  charges included in net income of $2.5 billion in 2001 was
     even with 2000. The Corporation invested $232.6 million in working capital
     in 2001 versus  $338.3  million  in  2000.

-    Capital spending in 2001 decreased by $70.8 million as the Corporation
     completed and started up significant projects begun in 2000 including
     investments in its proprietary technologies for tissue, Cottonelle Fresh
     rollwipes, wet wipes and adult care in North America, and for tissue and
     diaper manufacturing outside North America.

Financing  Commentary:

-    In 2001, the Corporation repurchased 15.0 million shares of its common
     stock  in  connection  with  its  share  repurchase program at a total
     cost of approximately  $900  million.    At December 31, 2001, authority
     to repurchase 21.5 million shares remained under November 2000 repurchase
     authority from the Corporation's board of directors. In 2000, the
     Corporation repurchased 21.0 million shares

<PAGE>

     of its common stock at a total cost of nearly $1.2 billion.  All share
     repurchases  by  the Corporation were effected through brokers on the New
     York Stock  Exchange.  No  shares  were  repurchased directly from any
     officer or director of the Corporation.

-    In February 2001, a newly formed Luxembourg-based consolidated financing
     subsidiary  of the Corporation issued 1 million shares of preferred
     securities (the  "Securities")  with  an  aggregate  par  value  of  $520
     million to  a nonaffiliated  entity  for  cash proceeds of $516.5 million.
     Approximately 97 percent  of  the  subsidiary's  funds are invested in
     long-term, variable rate loans  to the Corporation or its consolidated
     subsidiaries on terms that would be  substantially  similar  to  other
     borrowings  by  the  Corporation or its consolidated  subsidiaries. The
     remaining  funds  are  invested  in  other financial  assets.  The
     Securities pay no dividend but accrue a variable rate of return based on
     three-month LIBOR plus 0.764 percent, which at December 31, 2001  equated
     to an annual rate of approximately 3.03 percent.  The Securities are  in
     substance  perpetual  and are callable by the subsidiary at par value
     plus any accrued but unpaid return on the Securities in November 2008 and
     each 20-year  anniversary  thereafter.   The common equity securities, all
     of which are owned by the Corporation, are entitled to all of the residual
     equity after satisfaction of the preferred  interests. As of December 31,
     2001, the authorized, issued and outstanding 1 million shares of preferred
     securities had  a  balance  (and a liquidating value) of $538.4 million
     which is shown as preferred securities of subsidiary on the consolidated
     balance sheet.  The increase  in the balance of the Securities during 2001
     of $21.9 million is the return  on  the  Securities,  which  was included
     in minority owners' share of subsidiaries'  net  income  for  2001 on the
     Corporation's consolidated income statement.

-    At  December 31, 2001, total debt and preferred securities was $4.2
     billion,  an increase of $.7 billion above the prior year-end total.  Net
     debt (total  debt  net  of  cash and cash equivalents) and preferred
     securities was $3.8  billion  at December 31, 2001 compared with $3.3
     billion at December 31, 2000.   The ratio of net debt and preferred
     securities was 38.9 percent, which is  within  the  Corporation's targeted
     range  of  30  to  40  percent.

-    At December 31, 2001, the Corporation had $1.475 billion of syndicated
     revolving credit facilities. These facilities, unused at December 31, 2001,
     permit  borrowing  at competitive interest rates and are available for
     general corporate  purposes,  including  backup  for  commercial  paper
     borrowings. Of  these  facilities,  $737.5 million expires in October 2002
     and the balance expires  in  November  2006.

-    On February 8, 2002, the Corporation issued $400 million of 5 5/8% Notes
     due  February 15, 2012 and used the proceeds to retire commercial paper.
     This issuance  supported  the  Corporation's  classification  of  $400
     million  of short-term  commercial  paper  as  long-term  debt  in  the
     December 31, 2001 Consolidated  Balance  Sheet.

-    The Corporation's long-term debt securities have a Double-A rating and
     its  commercial  paper  is  rated  in  the  top  category.


Off-Balance  Sheet  Financing  Arrangements:

     The  Corporation  has  sold certain non-strategic timberlands and related
assets to nonaffiliated buyers and received long-term notes from the buyers of
these  assets.    It  entered  into such transactions in 1999 and 1989.  These
transactions qualified for the installment method of accounting for income tax
purposes  and  met the criteria for immediate profit recognition for financial
reporting  purposes.    The  1999  sale  involved  notes  receivable having an
aggregate  face  value  of $397 million and a fair value of approximately $383
million  at  the  date of sale.  These notes do not require principal payments
before  their  December 31, 2009 maturity, are extendable at the option of the
note  holder  in  five-year increments to December 31, 2029, and have floating
interest  rates  of  LIBOR less 15 basis points.  The 1989 sale involved notes
receivable  having an aggregate face value of $220 million and a fair value of
approximately  $210  million  at the date of sale.  These notes do not require
principal  payments  before

<PAGE>

their July 7, 2011 maturity, are extendable at the option  of  the note holder
in three-year increments to July 7, 2019, and have floating interest rates of
LIBOR less 12.5 basis points.  The notes receivable are backed by irrevocable
standby letters of credit issued by money center banks, which aggregate $617
million  at  December  31,  2001.

     Because  the  Corporation  desired  to monetize the $617 million of notes
receivable  and continue the deferral of current income taxes on the gains, in
1999  the  Corporation  transferred the notes received from the 1999 sale to a
non-controlled financing entity, and in 2000 it transferred the notes received
from  the 1989 sale to a non-controlled financing entity.  The Corporation has
minority  voting  interests  in each of the financing entities, (collectively,
the  "Financing Entities") and accounts for these minority ownership interests
using the equity method of accounting.  The transfers of the notes and certain
other assets to the Financing Entities were made at fair value, were accounted
for  as  asset  sales  and  resulted in no gain or loss to the Corporation.  A
non-affiliated  financial institution has made substantive capital investments
in  each  of the Financing Entities, has majority voting control over them and
has  substantive risks and rewards of ownership of the assets in the Financing
Entities.    The  Financing  Entities  became  obligated  for  $617 million in
third-party  debt  financing.    The Corporation also contributed intercompany
notes  receivable (guaranteed by the Corporation) aggregating $662 million and
intercompany  preferred  stock of $50 million to the Financing Entities, which
serve  as  secondary collateral for the third-party lending arrangements.  The
Corporation  retains  equity interests in the Financing Entities for which the
legal right of offset exists against the intercompany notes.  As a result, the
intercompany  notes  payable have been offset against the Corporation's equity
interests  in the Financing Entities for financial reporting purposes.  In the
unlikely  event  of  default  by  the  money  center  banks  that provided the
irrevocable standby letters of credit, the Corporation could experience losses
as  a  result  of  these  arrangements.

     In  1988,  Scott  Paper  Company  ("Scott"), prior to its merger with the
Corporation,  together  with  Mead  Corporation,  sold  their  joint ownership
interests  in  a pulp and paper manufacturing facility and related timberlands
to  Georgia-Pacific  Corporation  ("G-P") for $665 million, less related debt.
The  purchase  price consisted of cash and ten-year G-P notes in the principal
amount  of  $300  million.   The G-P transaction qualified for the installment
method  of  accounting  for  income  tax  purposes  and  met  the criteria for
immediate  profit  recognition for financial reporting purposes.  In 1998, G-P
extended  the  maturity  of  the  notes  for  an  additional  five  years.

     In  1988, in order to monetize the G-P notes and continue the deferral of
current  income  taxes  of  $55  million  on the gain, Scott and Mead formed a
jointly-owned  partnership  and  each  contributed  their  G-P  notes  to  the
partnership.  The partnership borrowed $300 million from a third party under a
ten-year  bank loan agreement.  Although their respective portions of the loan
are guaranteed by the Corporation and Mead, the loan was based on G-P's credit
rating.   The loan is prepayable at any time and can be paid in cash or by the
delivery of the G-P notes.  Scott received a cash distribution of $149 million
from  the  partnership  in 1988, thus monetizing its portion of the G-P notes.
In  1998,  at  the  time  the G-P notes were extended, a new bank loan for the
partnership  was put in place for an additional five years.  In recognition of
the  G-P  credit risk, the Corporation and Mead are required to compensate the
lender  for the 95 basis point difference between the interest received on the
G-P  notes  and  the  interest  that  the G-P  credit  risk  would  otherwise
require.   The Corporation recognizes its portion  of the negative spread by a
charge to interest expense on a quarterly basis.    Because  in the event of
default by G-P, the Corporation can satisfy its  guarantee by delivery of the
G-P notes to the lender, it is unlikely that the Corporation would experience
any  loss  on  this  arrangement.

     If  payment  of the outstanding notes were to be accelerated in the above
financing  arrangements,  previously  provided  deferred income taxes totaling
$254 million at December 31, 2001 may become payable.  Because the Corporation
has  made  no  pledges or guarantees as to collateral or asset values of these
financing  arrangements,  there  would  be  no  adverse  effect  on  income or
stockholders' equity.  The debt of the entities would not become an obligation
of  the Corporation, nor would the Corporation be required to disburse cash to
satisfy  the  debt  obligations  of  these  entities.

<PAGE>

     In  1994,  the Corporation began participating in the U.S. affordable and
historic  renovation  real  estate  markets.  Investments in these markets are
encouraged  by  laws enacted by the United States Congress and related federal
income  tax  rules  and  regulations.  Accordingly, these investments generate
income  tax  credits  and  depreciation deductions that are used to reduce the
Corporation's  income  tax liabilities.  The Corporation has invested in these
markets  through  (i)  a  partnership  arrangement  in  which  it is a limited
partner,  (ii)  limited  liability  companies  ("LLCs")  in  which  it  is  a
non-managing  member  and (iii)  through investments in various funds in which
the Corporation is one of many  noncontrolling  investors.  The partnership,
LLCs and funds borrow money from  third  parties on a nonrecourse basis and
invest in and own various real estate  projects.    These  entities are not
consolidated because they are not controlled  by the Corporation.  The
Corporation accounts for its interests in these entities by the equity method
of accounting or by the effective yield method, as appropriate, and accounts
for  related income tax credits as a reduction in the income tax provision.

     As  of  December  31,  2001, the Corporation had committed to invest $207
million  in these real estate projects.  Income tax credits to be generated by
these  investments are expected to exceed $152 million, of which approximately
$80  million  will  be claimed on the Corporation's income tax returns through
December  31,  2001.   As of December 31, 2001, total permanent financing debt
for  the  projects  is $277 million.  This permanent financing debt is secured
solely  by  the  properties,  is  nonrecourse  to  the  Corporation and is not
supported  or  guaranteed  by  the  Corporation.  From time to time, temporary
interim  financing  is  guaranteed  by  the  Corporation.    In  general,  the
Corporation's  interim  financing  debt  guarantees are eliminated at the time
permanent  financing  is  obtained.    At  December  31,  2001, $51 million of
temporary  interim financing debt is guaranteed by the Corporation.  About $30
million  of the guarantee is expected to be eliminated in 2002 and the balance
is  expected  to be eliminated by 2005.  The Corporation considers its default
risk  from  these  real estate investments and its temporary interim financing
debt  guarantees  to  be minimal as a result of geographical dispersion of the
projects  and  because  the  permanent  financing  debt  of  the  projects  is
nonrecourse  to  the  Corporation.

     As  of  December  31,  2001,  the  total  underlying  market value of the
properties  is  estimated  to  be  comfortably  in excess of the total related
permanent  financing  debt.    If  the Corporation's investments in these real
estate entities were to be disposed of at their carrying amounts, a portion of
the  tax  credits  and  depreciation  deductions  claimed on the Corporation's
income tax returns may be recaptured and may result in a charge to income.  As
of  December  31,  2001,  this  recapture risk is estimated to be at least $33
million.    The  Corporation  has  no  current intention of disposing of these
investments,  nor  does  it  anticipate  the  need to do so in the foreseeable
future  in  order to satisfy any anticipated liquidity need.  Accordingly, the
Corporation  considers  its  recapture  risk  to  be  remote.

     No  current  or  former  officer  or  employee  of  the  Corporation, its
subsidiaries  or  affiliates or any person related to such officer or employee
is  a  participant  in  any  of the above financing arrangements and therefore
could not personally benefit in any way, financially or otherwise, from any of
these  arrangements.

     From  time  to  time, the Corporation acquires the use of certain assets,
such as automobiles, fork lifts, trucks, office equipment, warehouses and some
manufacturing  equipment  through  operating  leasing  arrangements, including
synthetic  leases.    Synthetic  leases  are  often  desirable when they offer
administrative  benefits,  as  would  be  the  case  in avoiding the burden of
acquiring  and  disposing  of  automobiles,  fork  lifts  and  trucks, or when
long-term  interest-only  financing is available, as is often the case in real
estate  synthetic  leases.    Synthetic  leases  usually  are  cost-effective
alternatives  to  traditional operating leases because of their more favorable
interest  rates  and  treatment  under  income  tax  laws.    Under applicable
accounting  rules for operating leases, rent expense is recorded for financial
reporting  purposes  and  no  asset  or  debt  obligation  is  recorded on the
Corporation's  balance  sheet.

<PAGE>

     In  2001,  rental  expense  under  operating  leases, including synthetic
leases,  totaled  $159.4 million.  Using a standard rate of eight times annual
rental  expense  to estimate the fair value of assets under lease would equate
to  the  Corporation  having  approximately $1.3 billion of assets financed by
means  of  operating  and synthetic leases.  Synthetically leased assets total
about  $25  million,  or  2  percent,  of  the  total  assets  leased  by  the
Corporation.

     Many  of  these  operating  leases have termination penalties or residual
value guarantees.  However, because the assets under operating leases are used
in  the  conduct of the Corporation's business operations, it is unlikely that
any significant portion of these operating leases would be terminated prior to
the  normal  expiration  of  their  lease terms.  Accordingly, the Corporation
considers  its risks related to these termination penalties and residual value
guarantees  to  be  minimal.

Other  Commentary:

-    The Corporation purchased an additional 5 percent ownership interest in
     KCA  for  A$77.5 million (approximately $39 million), increasing its
     ownership interest  to  55  percent.    This  acquisition  is  part of the
     Corporation's strategy  to  expand  its  three  business  segments  within
     Australia.   The acquisition  of  the  additional  5  percent  ownership
     of  KCA  resulted  in recognizing  goodwill  of $32 million reflecting the
     Corporation's expectation of  continued  growth  and  profitability of KCA.
     Effective July 1, 2001, the Corporation  began  consolidating  KCA's net
     sales and operating results.  The Corporation  and  its  joint  venture
     partner,  Amcor Limited, also exchanged options  for  the  purchase  by
     the  Corporation  of the remaining 45 percent ownership interest for
     A$697.5 million (approximately $355 million) within the next  four  years.

-    Management believes that the Corporation's ability to generate cash from
     operations, which has exceeded $2 billion in each of the last three years,
     and its  capacity  to  issue  short-term  and  long-term debt are adequate
     to fund working  capital,  capital spending and other needs in the
     foreseeable future.

RISK  SENSITIVITY

     As  a  multinational enterprise, the Corporation is exposed to changes in
foreign  currency  exchange  rates,  interest  rates  and commodity prices.  A
variety  of  practices  are  employed  to manage these market risks, including
operating  and  financing activities and, where deemed appropriate, the use of
derivative  instruments.    Derivative  instruments  are  used  only  for risk
management  purposes  and  not  for  speculation  or  trading.  All derivative
instruments  are  either  exchange  traded  or  are  entered  into  with major
financial  institutions.    The  Corporation's  credit  exposure  under  these
arrangements  is  limited  to the fair value of the agreements with a positive
fair  value  at the reporting date.  Additionally, credit risk with respect to
the  counterparties is considered minimal in view of the financial strength of
the  counterparties.

     Effective January 1, 2001, the Corporation adopted Statement of Financial
Accounting  Standards  ("SFAS") 133, Accounting for Derivative Instruments and
Hedging  Activities,  as  amended.  This accounting standard requires that all
derivative  instruments  be recognized as assets or liabilities on the balance
sheet  at  fair  value.    Changes in the fair value of derivatives are either
recorded  in  income  or  other  comprehensive  income,  which  is  part  of
stockholders'  equity, depending on whether the derivative has been designated
and  qualifies  as  part  of  a  hedging  relationship.    The gain or loss on
derivatives designated as fair value hedges and the offsetting loss or gain on
the hedged item attributable to the hedged risk are included in current income
in  the  period  that  changes  in  fair  value  occur.    The gain or loss on
derivatives  designated as cash flow hedges is included in other comprehensive
income  in  the period that changes in fair value occur and is reclassified to
income  in  the  same period that the hedged item affects income.  The gain or
loss  on  derivatives  that have not been designated as hedging instruments is
included  in  current  income  in the period that changes in fair value occur.

<PAGE>

     Upon  adoption  of  SFAS 133, the Corporation recognized a pretax loss of
$.5  million in other (income) expense, net as a cumulative effect of a change
in  accounting.    It also recorded an after-tax gain of $1.5 million in other
comprehensive  income  on  cash  flow  hedges of forecasted purchases of pulp,
which  was  recognized  in  income  in  2001.

Foreign  Currency  Risk

     Foreign  currency  risk  is  managed  by the use of foreign currency
forward,  swap  and  option  contracts.  The  use  of  these  contracts allows
management of transactional exposure to exchange rate fluctuations because the
gains  or  losses incurred on the derivative instruments will offset, in whole
or  in  part,  losses or  gains  on the underlying foreign currency exposure.
Management of foreign currency  transactional  exposures was not changed during
2001, and management does  not foresee or expect any significant change in such
exposures or in the strategies it employs to manage them in the  near  future.

     Foreign  currency  contracts and transactional exposures are sensitive to
changes  in  foreign  currency  exchange rates.  As of December 31, 2001, a 10
percent unfavorable change in the exchange rate of the U.S. dollar against the
prevailing  market  rates  of  foreign  currencies  involving  transactional
exposures  would  have  resulted  in  a  net  pretax loss of approximately $32
million.  These hypothetical gains or losses on foreign currency contracts and
transactional exposures are defined as the difference between the December 31,
2001  rates  and  the hypothetical exchange rates.  In the view of management,
the  above  losses resulting from the hypothetical changes in foreign currency
exchange  rates  are  not material to the Corporation's consolidated financial
position,  results  of  operations  or  cash  flows.

Interest  Rate  Risk

     Interest  rate  risk is managed through the maintenance of a portfolio of
variable-  and  fixed-rate  debt composed of short- and long-term instruments.
The  objective  is  to  maintain  a  cost-effective  mix that management deems
appropriate.    At  December  31,  2001,  the  debt  portfolio was composed of
approximately  50  percent  variable-rate  debt,  adjusted  for  the effect of
variable-rate  assets,  and 50 percent fixed-rate debt.  The strategy employed
to  manage exposure to interest rate fluctuations did not change significantly
during  2001,  and  management  does  not  foresee  or  expect any significant
changes  in its exposure to interest rate fluctuations or in how such exposure
is  managed  in  the  near  future.

     Various outstanding interest-bearing instruments are sensitive to changes
in  interest  rates.  Interest rate changes would result in gains or losses in
the  market  value  of  fixed-rate debt due to differences between the current
market interest rates and the rates governing these instruments.  With respect
to  fixed-rate  debt  outstanding at December 31, 2001, a 10 percent change in
interest  rates would have resulted in no material change in the fair value of
fixed-rate  debt.    With  respect to commercial paper and other variable-rate
debt,  a  10  percent  increase  in  interest rates would have had no material
effect  on  the  future  results  of  operations.

Commodity  Price  Risk

     The  Corporation is subject to commodity price risk, the most significant
of  which relates to the price of pulp.  Selling prices of tissue products are
influenced,  in  part,  by  the  market price for pulp, which is determined by
industry  supply  and  demand.  On a worldwide basis, the Corporation supplies
approximately  40  percent  of  its  virgin  fiber  needs  from  internal pulp
manufacturing  operations.    Management  still intends to reduce its level of
pulp  integration, when market conditions permit, to approximately 20 percent,
and  such a reduction in pulp integration, if accomplished, could increase the
Corporation's  commodity  price  risk.  Specifically, increases in pulp prices
could  adversely affect earnings if selling prices are not adjusted or if such
adjustments  significantly  trail  the  increases  in  pulp

<PAGE>

prices.    Derivative  instruments  have  not been used to manage these risks.
Management  does  not  believe  that  commodity  price risk is material to the
Corporation's  business  or  its  consolidated  financial position, results of
operations  or  cash  flows.

Inflation  Risk

     The  Corporation's inflation risk is managed on an entity-by-entity basis
through selective price increases, productivity increases and cost-containment
measures.   Management does not believe that inflation risk is material to the
Corporation's  business  or  its  consolidated  financial position, results of
operations  or  cash  flows.

OTHER  INFORMATION

Use  of  Estimates

     The  preparation  of  financial  statements  requires  management to make
estimates  and  assumptions  that  affect  the  reported amounts of assets and
liabilities  at  the date of the financial statements and the reported amounts
of net sales and expenses during the reporting period.  Differences from those
estimates  are  recorded  in  the  appropriate  period.  Estimates are used in
accounting  for,  among  other  items, consumer and trade promotion and rebate
accruals,  employee  benefits, workers compensation claims and certain product
liability  risks,  excess  and  obsolete  inventory,  allowances  for doubtful
accounts,  deferred  tax  assets  and  contingencies.

     Among those factors affecting the accruals for promotion and rebate costs
are  estimates  of  the  number of consumer coupons that will be redeemed, the
level of support that trade customers have provided to the Corporation and the
quantity of products distributors have sold to specific customers.  Generally,
the  Corporation  bases  its  estimates  on  historical  patterns  of expense,
influenced  by  judgments  about  current  market  conditions.

     The  accounting  model  for  pension  costs  under  SFAS  87,  Employers'
Accounting  for  Pensions,  is based on the delayed recognition of the pension
obligation.    For example, changes in the fair market value of pension assets
under  SFAS  87  are  not  recognized  as  they  occur but are recognized in a
systematic and gradual manner over future years.  To illustrate application of
the  delayed recognition approach, at December 31, 1999, the fair market value
of  assets  for  the  Corporation's  defined  benefit  pension  plans  was
approximately  $4.4 billion, and based on the Corporation's expected long-term
rate of return of 9.3 percent, these assets were expected to increase in value
during  2000  by  approximately  $400  million.  However, the value of pension
assets  declined  by  about  $50 million in 2000 and after benefit payments of
$255  million,  the  fair  market  value of plan assets was approximately $4.1
billion  at December 31, 2000.  During 2001, the December 31, 2000 fair market
value  of  pension  assets  of  $4.1  billion  was  expected  to  increase  by
approximately  $370  million.    However,  pension assets declined in value by
about  $130  million  in  2001 and after benefit payments of $260 million, the
fair market value of pension assets was approximately $3.7 billion at December
31,  2001.  Primarily as a consequence of these factors, the Corporation's net
cost  of pensions increased approximately $90 million in 2000 compared to 1999
and  approximately  $65  million  in  2001  compared  to  2000.

     The  Corporation  retains selected property and casualty risks, primarily
related  to  workers  compensation  and  certain  product  liability.  Accrued
liabilities  for  incurred  but  not reported events related to these retained
risks  are  calculated  based  upon  loss  development factors provided to the
Corporation  by  its external insurance brokers.  The Corporation's total cost
for property and casualty risks has in recent years been relatively stable and
this  trend  is  expected  to  continue.

<PAGE>

     As of December 31, 2001, the Corporation has recorded deferred tax assets
related  to  income  tax  loss  carryforwards  and income tax credits totaling
$367.6 million and has established valuation allowances against these deferred
tax assets of $177.2 million, thereby resulting in a net deferred tax asset of
$190.4  million. As  of  December  31, 2000, the net deferred tax asset was
$142.8  million. These income tax losses and credits are in non-U.S. taxing
jurisdictions  and  in  certain  states  within  the  U.S.  In determining the
valuation  allowances  to  establish  against  these  deferred tax assets, the
Corporation  considers  many  factors,  including  the  specific  taxing
jurisdiction,  the  carryforward  period,  income  tax strategies  and
forecasted earnings for the entities in each jurisdiction.  A valuation
allowance  is  recognized  if,  based  on  the  weight of available evidence,
the Corporation concludes that it is more likely than not that some portion  or
all  of  the  deferred  tax  asset  will  not  be  realized.

CONTINGENCIES  AND  LEGAL  MATTERS

LITIGATION

     The  following is a brief description of certain legal and administrative
proceedings  to  which  the  Corporation  or its subsidiaries is a party or to
which  the  Corporation's  or  its  subsidiaries'  properties are subject.  In
management's  opinion,  none  of  the  legal  and  administrative  proceedings
described  below,  individually  or  in  the  aggregate, is expected to have a
material  adverse effect on the Corporation's business, financial condition or
results  of  operations.

     Approximately 300 product liability lawsuits seeking monetary damages, in
most  cases  of an unspecified amount, are pending in federal and state courts
against  Safeskin.    Safeskin  is  typically  one  of  several defendants who
manufacture  or  sell  natural  rubber  latex  gloves.  These  lawsuits allege
injuries  ranging  from  dermatitis to severe allergic reactions caused by the
residual chemicals or latex proteins in gloves worn by health care workers and
other  individuals  while  performing their duties.  Safeskin has referred the
defense  of  these  lawsuits  to  its  insurance  carriers.

     In  1999,  prior  to  the  acquisition  of  Safeskin  by the Corporation,
numerous  lawsuits  (collectively  the "Securities Actions") were filed in the
U.S.  District  Court for the Southern District of California against Safeskin
and  certain  of  its  officers  and directors alleging violations of Sections
10(b)  and  20(a)  of  the Securities and Exchange Act of 1934, and Rule 10b-5
promulgated  thereunder.  The Securities Actions were brought by plaintiffs in
their  individual  capacity  and on behalf of a purported class of persons who
purchased  or  otherwise  acquired  Safeskin publicly traded securities during
various  periods occurring prior to the Corporation's acquisition of Safeskin.
The  suits  allege  that  plaintiffs  purchased  Safeskin securities at prices
artificially  inflated  by  defendants'  misrepresentations  and  omissions
concerning  Safeskin's  financial  condition  and  prospects  and  seek  an
unspecified  amount  of  damages. Defendants' motion to dismiss was denied.  A
plaintiffs'  class  has  been  certified  consisting  of  those  who purchased
Safeskin  common stock and options during the period of February 18, 1998
through March  11,  1999.    Discovery  is continuing and the Corporation
continues to contest  liability  in  this  matter.

     In  addition,  a  shareholder  derivative  action  has been filed against
certain  of  Safeskin's directors, and Safeskin as a nominal defendant, in the
Supreme  Court  of  the State of California, San Diego County (the "Derivative
Action").    The  Derivative Action alleges breach of fiduciary duty, waste of
corporate assets  and  gross  negligence  in connection with Safeskin's stock
repurchase program  and  seeks  an unspecified amount of damages. The court has
continued discovery  in  the Derivative Action so that it can be completed
following the resolution  of  the  Securities  Actions.

     On  April  14,  2000,  a  complaint was filed against the Corporation and
others  in  the  State  of  Maine  Superior  Court.   Eighteen plaintiffs seek
compensation  for  injuries allegedly caused by exposure to substances emitted
by  the  defendants'  mills,  including  two  mills  formerly  owned  by  the
Corporation, and from the Central Maine Disposal Landfill in Fairfield, Maine.
The  Corporation  is  contesting  the  claims  asserted  by  the  plaintiffs.

<PAGE>

     Since  1998,  the  Corporation  has  been involved in a series of complex
legal  disputes  between  the  Corporation and Mobile Energy Services Company,
L.L.C. and related parties ("MESC").  These disputes arose from the closure of
the  Corporation's  Mobile  pulp  mill.  MESC owns a cogeneration complex that
provides  energy  services  to  the  Corporation's  Mobile  mill.

     In  1998,  the Corporation decided to close its Mobile pulp mill and gave
notice  to  MESC  of  its  intent  to  terminate  a  long-term energy services
agreement.    In January 1999, MESC filed for Chapter 11 bankruptcy protection
and  brought  an  adversary  proceeding  in the United States Bankruptcy Court
against  the  Corporation  claiming  unspecified damages arising from the mill
closure  and  termination  of  the  energy  services  agreement.

     In  March  2001,  an  arbitration ruling was issued.  In that ruling, the
arbitrator  rejected  MESC's  claims  related to the pulp mill closure finding
that  the  Corporation  had affected a proper pulp mill closure.  However, the
arbitrator  also ruled that the operation of certain assets by the Corporation
after  the  pulp mill closure permitted MESC to reinstate the pulp mill energy
services  agreement.  This reinstatement became subject to binding arbitration
brought by MESC in April 2001.  A ruling issued in this arbitration on January
31,  2002  resulted  in  the  Corporation  recording  a  pre-tax  charge  of
approximately  $27  million  in  its  2001  earnings.

     In  addition, MESC submitted binding arbitration claims for reimbursement
by  the  Corporation  of certain capital and energy costs incurred by MESC.  A
ruling  issued  in  this  arbitration  on  January  21,  2002  resulted in the
Corporation  recording  a pre-tax charge of approximately $17 million in its
2001  earnings.

     Of  the  numerous  allegations  made  against the Corporation in the 1999
adversary  proceeding,  only  fraudulent transfer claims remain pending before
the  Bankruptcy  Court.  In addition, MESC subsequently filed three additional
adversary  proceedings  against the Corporation.  The Corporation continues to
contest  vigorously  MESC's  various  claims  in  Bankruptcy  Court.

     As  of  December  31,  2001, the Corporation, along with approximately 80
other  non-affiliated  companies, was a party to approximately 142 lawsuits in
Florida,  Georgia,  Mississippi,  Texas,  Pennsylvania, Missouri, Illinois and
California  state  courts  with  allegations of personal injury resulting from
asbestos  exposure  on  the  defendants'  premises  and  allegations  that the
defendants  manufactured,  sold, distributed or installed products which cause
asbestos-related  lung  disease.  No specific product ever manufactured by the
Corporation  has  been  identified  by  the  plaintiffs  as  having  caused or
contributed  to any asbestos-related lung disease.  The Corporation has denied
the  allegations  and raised numerous defenses in all of these asbestos cases.
All asbestos claims have been tendered to the Corporation's insurance carriers
for  defense  and  indemnity.

CONTINGENCY

     One  of the Corporation's North American tissue mills has an agreement to
provide  its  local  utility  company a specified amount of electric power per
year  for  the  next  17 years.  In the event that the mill was shut down, the
Corporation  would  be  required  to  continue to operate the power generation
facility  on  behalf of its owner, the local utility company.  The net present
value  of  the  cost  to  fulfill  this  agreement  as of December 31, 2001 is
estimated  to be approximately $85 million.  However, management considers the
probability  of  closure  of  this  mill  to  be  remote.

<PAGE>

ENVIRONMENTAL  MATTERS

     The  Corporation has been named a potentially responsible party under the
provisions  of  the federal Comprehensive Environmental Response, Compensation
and  Liability  Act, or analogous state statute, at a number of waste disposal
sites,  none  of  which,  individually  or  in  the aggregate, in management's
opinion,  is  likely  to  have  a material adverse effect on the Corporation's
business,  financial  condition  or  results  of  operations.

NEW  PRONOUNCEMENTS

     SFAS  141,  Business  Combinations,  and  SFAS  142,  Goodwill  and Other
Intangible  Assets,  were issued in June 2001.  SFAS 141 was effective July 1,
2001  and  SFAS  142  is effective beginning January 1, 2002.  Under these new
standards,  goodwill  and  intangible  assets  having indefinite lives will no
longer  be  amortized  but  will  be  subject  to  annual  impairment  tests.
Application  of  nonamortization  provisions  of SFAS 142 would have increased
reported net income by approximately $.18 per share in 2001.  During 2002, the
Corporation  will  perform  the  required  impairment  tests  of  goodwill and
intangible  assets as of January 1, 2002.  The Corporation does not expect any
write-offs  upon  implementation  of  this  standard.

     SFAS 143, Accounting for Asset Retirement Obligations, was issued in June
2001  and  is effective beginning January 1, 2003.  SFAS 143 requires that any
legal  obligation related to the retirement of long-lived assets be quantified
and  recorded  as  a  liability and an offsetting asset retirement cost on the
balance  sheet  in  the  period it is incurred if a reasonable estimate of the
fair  value  of  the  liability  can  be  made.

     SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was  issued  in  August 2001 and is effective beginning January 1, 2002.  SFAS
144  provides  a  single,  comprehensive  accounting  model for impairment and
disposal  of  long-lived  assets  and  discontinued  operations.

     SFAS  143  and  SFAS  144  will  be adopted on their effective dates, and
adoption  is  not  expected  to  result  in  any  material  effects  on  the
Corporation's  financial  statements.

     In  April  2001, the Emerging Issues Task Force ("EITF") of the Financial
Accounting  Standards  Board  issued  EITF 00-25, Accounting for Consideration
from  a  Vendor  to a Retailer in Connection with the Purchase or Promotion of
the  Vendor's  Products.    Under EITF 00-25, the cost of promotion activities
offered  to customers will be classified as a reduction in sales revenue.  The
Corporation  will  adopt  EITF  00-25, as required, beginning January 1, 2002.
This  reclassification will reduce net sales by approximately $1 billion, $885
million and $900 million for 2001, 2000 and 1999, respectively.  Adoption will
not  change  reported  earnings.

     Also  in  April  2001,  the  EITF  delayed  implementation of EITF 00-14,
Accounting  for  Certain Sales Incentives, to coincide with the implementation
date  for  EITF  00-25.    Under EITF 00-14, the estimated redemption value of
consumer  coupons  must  be  recorded  at  the time the coupons are issued and
classified  as  a reduction in sales revenue.  The Corporation will adopt EITF
00-14  effective January 1, 2002 and will reclassify the face value of coupons
and  similar  discounts  ("Discounts")  as  a  reduction  in revenue  for  all
periods presented.  Discounts recorded as promotion expense were  approximately
$205 million, $190 million and $205 million in 2001, 2000 and  1999,
respectively.    Upon  adoption  of EITF  00-14,  the  Corporation will report
a cumulative effect of a change in accounting principle resulting from a change
in the period for recognizing the face value of coupons, which at December 31,
2001 was an after-tax charge equal  to  $.02  per  share.

<PAGE>

OUTLOOK

     The  Corporation  believes  that  the  outlook  for  improvement  in  the
economies  and  market  conditions  in  Argentina  and Brazil for 2002 remain
uncertain;  however,  the  Corporation  should  benefit  from  improved market
conditions  for  its  business-to-business  operations in North America as the
economy  recovers.  Based on its assumptions regarding foreign exchange rates,
the Corporation believes that the impact of exchange rates on earnings will be
far  less  onerous  in  2002  than  in  2001.    As  a  result,  sales
and  operating  profit at most of the Corporation's international units should
be  stronger.

     During  2001,  the Corporation introduced a new product, Cottonelle Fresh
rollwipes.    The  product  is currently being distributed in the Southeastern
U.S. and is generating higher levels of consumer trial, but the Corporation is
still  in  the  relatively  early stages of gaining in-market experience.  The
Corporation  remains  optimistic about the future of rollwipes and will likely
make  a  decision  mid-2002  about  expanding  its  availability  beyond  the
Southeastern  U.S.

     The Corporation believes it is building competitive advantage to grow its
top-  and bottom-lines, and it is focused on increasing cash flow to help fund
its  growth.    In  2002,  the  Corporation expects to drive sales growth with
volume  gains  in  the  mid-single  digits.

INFORMATION  CONCERNING  FORWARD-LOOKING  STATEMENTS

     Certain  matters discussed in this report concerning, among other things,
the  business  outlook,  including new product introductions, cost savings and
acquisitions,  anticipated  financial  and  operating  results,  strategies,
contingencies  and  contemplated  transactions  of the Corporation, constitute
forward-looking  statements  and  are based upon management's expectations and
beliefs  concerning  future events impacting the Corporation.  There can be no
assurance  that these events will occur or that the Corporation's results will
be  as  estimated.

     The  assumptions  used  as  a  basis  for  the forward-looking statements
include  many estimates that, among other things, depend on the achievement of
future  cost  savings  and  projected  volume  increases.    Furthermore,  the
Corporation has assumed that it will continue to identify suitable acquisition
candidates  in  those product markets where it intends to grow by acquisition.
In  addition,  many  factors outside the control of the Corporation, including
the prices of the Corporation's raw materials, potential competitive pressures
on  selling prices or advertising and promotion expenses for the Corporation's
products,  and  fluctuations  in  foreign  currency exchange rates, as well as
general  economic  conditions  in  the  markets  in which the Corporation does
business,  also  could  impact  the  realization  of  such  estimates.

     For a description of these and other factors  that could cause the
Corporation's  future results to differ materially from those expressed in any
such  forward-looking  statements,  see  the  section of Part I, Item I of the
Corporation's  Annual  Report  on  Form 10-K entitled "Factors That May Affect
Future  Results."

<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED  INCOME  STATEMENT
Kimberly-Clark  Corporation  and  Subsidiaries


                                                              Year Ended December 31
                                                        ----------------------------------
(Millions of dollars, except per share amounts)           2001        2000         1999
------------------------------------------------------------------------------------------
<s>                                                     <c>         <c>          <c>
NET SALES . . . . . . . . . . . . . . . . . . . . . . . $14,524.4   $13,982.0    $13,006.8
  Cost of products sold . . . . . . . . . . . . . . . .   8,615.5     8,228.5      7,681.6
                                                        ---------   ---------    ---------

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . .   5,908.9     5,753.5      5,325.2
  Advertising, promotion and selling expenses . . . . .   2,334.4     2,122.7      2,097.8
  Research expense. . . . . . . . . . . . . . . . . . .     295.3       277.4        249.8
  General expense . . . . . . . . . . . . . . . . . . .     767.9       742.1        707.4
  Goodwill amortization . . . . . . . . . . . . . . . .      89.4        81.7         41.8
  Other (income) expense, net . . . . . . . . . . . . .      83.7      (104.2)      (207.0)
                                                        ---------   ---------    ---------

OPERATING PROFIT. . . . . . . . . . . . . . . . . . . .   2,338.2     2,633.8      2,435.4
  Interest income . . . . . . . . . . . . . . . . . . .      17.8        24.0         29.4
  Interest expense. . . . . . . . . . . . . . . . . . .    (191.6)     (221.8)      (213.1)
                                                        ---------   ---------     --------

INCOME BEFORE INCOME TAXES. . . . . . . . . . . . . . .   2,164.4     2,436.0      2,251.7
  Provision for income taxes. . . . . . . . . . . . . .     645.7       758.5        730.2
                                                        ---------   ---------     --------

INCOME BEFORE EQUITY INTERESTS. . . . . . . . . . . . .   1,518.7     1,677.5      1,521.5
  Share of net income of equity companies . . . . . . .     154.4       186.4        189.6
  Minority owners' share of subsidiaries' net income. .     (63.2)      (63.3)       (43.0)
                                                        ---------   ---------     --------

NET INCOME. . . . . . . . . . . . . . . . . . . . . . . $ 1,609.9   $ 1,800.6     $1,668.1
                                                        =========   =========     ========

NET INCOME PER SHARE
    Basic . . . . . . . . . . . . . . . . . . . . . . . $    3.04   $    3.34     $   3.11
                                                        =========   =========     ========
    Diluted . . . . . . . . . . . . . . . . . . . . . . $    3.02   $    3.31     $   3.09
                                                        =========   =========     ========


</TABLE>




















See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEET
Kimberly-Clark  Corporation  and  Subsidiaries


                                                                                      December 31
                                                                                ---------------------
(Millions of dollars)               ASSETS                                         2001        2000
-----------------------------------------------------------------------------------------------------
<s>                                                                             <c>         <c>
CURRENT ASSETS

  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .   $   405.2   $   206.5

  Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,672.4     1,809.6

  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,494.1     1,390.4

  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .       239.8       287.1

  Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . . .       110.7        96.3
                                                                                ---------    --------

    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .     3,922.2     3,789.9

PROPERTY

  Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       242.5       239.2

  Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,921.8     1,854.4

  Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .    10,073.0     9,135.1

  Construction in progress. . . . . . . . . . . . . . . . . . . . . . . . . .       477.4       786.1
                                                                                ---------   ---------

                                                                                 12,714.7    12,014.8

  Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . .     5,388.2     5,096.3
                                                                                ---------   ---------

    NET PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,326.5     6,918.5

INVESTMENTS IN EQUITY COMPANIES . . . . . . . . . . . . . . . . . . . . . . .       705.3       798.8

GOODWILL, NET OF ACCUMULATED AMORTIZATION . . . . . . . . . . . . . . . . . .     1,950.3     1,977.8

OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,103.3       994.8
                                                                                ---------   ---------

                                                                                $15,007.6   $14,479.8
                                                                                =========   =========
</TABLE>









See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

<TABLE>
<CAPTION>



                                                                                      December 31
                                                                                ---------------------
                                  LIABILITIES AND STOCKHOLDERS' EQUITY             2001        2000
-----------------------------------------------------------------------------------------------------
<s>                                                                             <c>         <c>
CURRENT LIABILITIES

  Debt payable within one year. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,236.1   $ 1,490.5

  Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .     768.9       901.7

  Other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     335.3       274.2

  Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,225.3     1,239.8

  Accrued income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     456.2       523.5

  Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     146.5       144.2
                                                                                ---------    --------

    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . .   4,168.3     4,573.9

LONG-TERM DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2,424.0     2,000.6

NONCURRENT EMPLOYEE BENEFIT AND OTHER OBLIGATIONS . . . . . . . . . . . . . . .     916.0       869.2

DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,004.6       987.5

MINORITY OWNERS' INTERESTS IN SUBSIDIARIES. . . . . . . . . . . . . . . . . . .     309.4       281.3

PREFERRED SECURITIES OF SUBSIDIARY. . . . . . . . . . . . . . . . . . . . . . .     538.4           -


STOCKHOLDERS' EQUITY

  Preferred stock - no par value - authorized 20.0 million shares,
    none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         -           -

    Common stock - $1.25 par value - authorized 1.2 billion shares;
    issued 568.6 million shares at December 31, 2001 and 2000 . . . . . . . . .     710.8       710.8

  Additional paid-in capital                                                        415.6       412.3

    Common stock held in treasury, at cost - 47.6 million and 35.2 million
    shares at December 31, 2001 and 2000, respectively. . . . . . . . . . . . .  (2,748.2)   (1,974.1)

  Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . .  (1,696.2)   (1,337.6)

  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8,999.5     7,982.0

  Unearned compensation on restricted stock . . . . . . . . . . . . . . . . . .     (34.6)      (26.1)
                                                                             ------------   ---------

    TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . .       5,646.9     5,767.3
                                                                             ------------   ---------

                                                                             $   15,007.6   $14,479.8
                                                                             ============   =========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY
Kimberly-Clark  Corporation  and  Subsidiaries


                                 Common Stock                                 Accumulated               Unearned    Total
                                    Issued        Additional Treasury Stock      Other                Compensation  Stock-   Compre-
(Millions of dollars,         -------------------   Paid-In  ---------------  Comprehensive Retained on Restricted holders'  hensive
except share amounts)            Shares    Amount   Capital  Shares   Amount  Income(Loss)  Earnings    Stock        Equity  Income
------------------------------------------------------------------------------------------------------------------------------------

<s>                            <c>         <c>     <c>    <c>         <c>       <c>         <c>         <c>      <c>       <c>
Balance at
  December 31, 1998 . . . . . .568,596,810 $710.8   $86.3  30,399,403 $(1,454.7) $(964.3)   $5,653.4    $    -   $4,031.5
Shares issued for the
  exercise of stock options
  and awards. . . . . . . . . .          -      -   (48.2) (2,189,629)   108.9         -           -         -       60.7
Stock option income tax
  benefits. . . . . . . . . . .          -      -    28.5           -        -         -           -         -       28.5
Shares purchased for
  treasury. . . . . . . . .              -      -       -  13,940,653   (779.0)        -           -         -     (779.0)
Shares issued for the
  acquisition of Ballard                 -      -   100.6 (13,758,610)   686.2         -           -         -      786.8
  Medical Products. . . . .
Stock issued, net of
  forfeitures, under restricted
  stock plans, less
  amortization. . . . . . . . .          -      -     (.8)   (362,000)    18.2         -           -      (13.5)      3.9
Comprehensive income:
  Net income. . . . . . . . . .          -      -       -           -        -         -     1,668.1         -    1,668.1  $1,668.1
  Other comprehensive
    income (loss):
      Unrealized translation
        adjustment. . . . . . .          -      -       -           -        -    (154.6)          -         -     (154.6)   (154.6)
      Minimum pension liability
        adjustment. . . . . . .          -      -       -           -        -       4.1           -         -        4.1       4.1
                                                                                                                           --------
Comprehensive income. . . . . .          -      -       -           -        -         -           -         -          -  $1,517.6
                                                                                                                           ========
Dividends declared on
  common shares . . . . . . . .          -      -       -           -        -         -      (556.9)        -     (556.9)
                               ----------- ------ ------- ----------- --------- --------    --------    ------   --------
Balance at
  December 31, 1999 . . . . . .568,596,810  710.8   166.4  27,969,816  (1,420.4)(1,114.8)    6,764.6     (13.5)   5,093.1
Shares issued for the
  exercise of stock options
  and awards. . . . . . . . . .          -      -   (63.7) (2,900,773)    154.0        -           -         -       90.3
Stock option income tax
  benefits. . . . . . . . . . .          -      -    25.2           -         -        -           -         -       25.2
Shares purchased for
  treasury. . . . . . . . . . .          -      -       -  21,216,618  (1,190.7)       -           -         -   (1,190.7)
Shares issued for the
  acquisition of Safeskin
  Corporation . . . . . . . . .          -      -   282.4 (10,695,002)    464.0        -           -         -      746.4
Stock issued, net of
  forfeitures, under restricted
  stock plans, less
  amortization. . . . . . . . .          -      -     2.0    (357,400)     19.0        -           -      (12.6)      8.4
Comprehensive income:
  Net income. . . . . . . . . .          -      -       -           -         -        -     1,800.6         -    1,800.6  $1,800.6
  Other comprehensive
    income (loss):
      Unrealized translation
        adjustment. . . . . . .          -      -       -           -         -   (218.8)          -         -     (218.8)   (218.8)
      Minimum pension liability
        adjustment. . . . . . .          -      -       -           -         -      4.0           -         -        4.0       4.0
                                                                                                                           --------
Comprehensive income. . . . . .          -      -       -           -         -        -           -         -          -  $1,577.8
                                                                                                                           ========
Dividends declared on
  common shares . . . . . . . .          -      -       -           -         -        -      (583.2)        -     (583.2)
                               ----------- ------ ------- ----------- --------- --------    --------    ------   --------
Balance at
  December 31, 2000 . . . . . .568,596,810  710.8   412.3  35,233,259  (1,974.1)(1,337.6)    7,982.0     (26.1)   5,767.3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENT  OF  STOCKHOLDERS'  EQUITY (Continued)
Kimberly-Clark  Corporation  and  Subsidiaries


                                 Common Stock                                 Accumulated               Unearned    Total
                                    Issued        Additional Treasury Stock      Other                Compensation  Stock-   Compre-
(Millions of dollars,         -------------------   Paid-In  ---------------  Comprehensive Retained on Restricted holders'  hensive
except share amounts)            Shares    Amount   Capital  Shares   Amount  Income(Loss)  Earnings    Stock        Equity  Income
------------------------------------------------------------------------------------------------------------------------------------

<s>                            <c>         <c>     <c>    <c>         <c>        <c>        <c>         <c>      <c>       <c>
Balance at
  December 31, 2000 . . . . . .568,596,810  710.8   412.3  35,233,259  (1,974.1)  (1,337.6)  7,982.0    $(26.1)   5,767.3
Shares issued for the
  exercise of stock options
  and awards. . . . . . . . . .          -      -   (17.5) (2,432,855)    119.0          -         -         -      101.5
Stock option income tax
  benefits. . . . . . . . . . .          -      -    17.7           -         -          -         -         -       17.7
Shares purchased for
  treasury. . . . . . . . . . .          -      -       -  15,140,802    (909.7)         -         -         -     (909.7)
Stock issued, net of
  forfeitures, under restricted
  stock plans, less
  amortization. . . . . . . . .          -      -     3.1    (354,558)     16.6          -         -      (8.5)      11.2
Comprehensive income:
  Net income. . . . . . . . . .          -      -       -           -         -          -   1,609.9         -    1,609.9  $1,609.9
  Other comprehensive
    income (loss):
      Unrealized translation
        adjustment. . . . . . .          -      -       -           -         -     (256.7)        -         -     (256.7)   (256.7)
      Minimum pension liability
        adjustment. . . . . . .          -      -       -           -         -     (102.1)        -         -     (102.1)   (102.1)
      Deferred loses on
        cash flow hedges. . . .          -      -       -           -         -        (.1)        -         -        (.1)      (.1)
      Unrealized holding gains
        on securities . . . . .          -      -       -           -         -         .3         -         -         .3        .3
                                                                                                                           --------
Comprehensive income. . . . . .          -      -       -           -         -          -         -         -          -  $1,251.3
                                                                                                                           ========
Dividends declared on
  common shares . . . . . . . .          -      -       -           -         -          -    (592.4)        -     (592.4)
                               ----------- ------ ------- ----------- ---------  ---------  --------    ------   --------
Balance at
  December 31, 2001 . . . . . .568,596,810 $710.8  $415.6  47,586,648 $(2,748.2) $(1,696.2) $8,995.5    $(34.6)  $5,646.9
                               =========== ======  ====== =========== =========  =========  ========    ======   ========
</TABLE>


See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED  CASH  FLOW  STATEMENT
Kimberly-Clark  Corporation  and  Subsidiaries



                                                                                Year Ended December 31
                                                                           --------------------------------
(Millions of dollars)                                                        2001       2000        1999
-----------------------------------------------------------------------------------------------------------
<s>                                                                        <c>        <c>         <c>
OPERATIONS
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $1,609.9   $ 1,800.6   $ 1,668.1
  Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      650.2       591.7       586.2
  Goodwill amortization. . . . . . . . . . . . . . . . . . . . . . . . .       89.4        81.7        41.8
  Deferred income tax provision. . . . . . . . . . . . . . . . . . . . .       39.7        84.1       126.2
  Net losses (gains) on asset dispositions . . . . . . . . . . . . . . .      102.0        19.3      (143.9)
  Equity companies' earnings in excess of dividends paid . . . . . . . .      (39.1)      (67.0)      (78.7)
  Minority owners' share of subsidiaries' net income . . . . . . . . . .       63.2        63.3        43.0
  Increase in operating working capital. . . . . . . . . . . . . . . . .     (232.6)     (338.3)      (61.5)
  Postretirement benefits. . . . . . . . . . . . . . . . . . . . . . . .      (54.7)     (121.9)      (43.1)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       25.8        19.7         1.8
                                                                           --------   ---------   ---------

      CASH PROVIDED BY OPERATIONS. . . . . . . . . . . . . . . . . . . .    2,253.8     2,133.2     2,139.9
                                                                           --------   ---------   ---------

INVESTING
  Capital spending . . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,099.5)   (1,170.3)     (786.4)
  Acquisitions of businesses, net of cash acquired                           (135.0)     (294.5)     (271.9)
  Proceeds from dispositions of property and businesses. . . . . . . . .       34.4        44.5       115.2
  Purchases of available-for-sale securities . . . . . . . . . . . . . .      (19.7)          -           -
  Proceeds from equity investments . . . . . . . . . . . . . . . . . . .       33.1        53.1           -
  Proceeds from notes receivable . . . . . . . . . . . . . . . . . . . .          -       220.0       383.0
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (64.4)      (37.7)      (22.3)
                                                                           --------   ---------   ---------

      CASH USED FOR INVESTING. . . . . . . . . . . . . . . . . . . . . .   (1,251.1)   (1,184.9)     (582.4)
                                                                           --------   ---------   ---------

FINANCING
  Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . .     (590.1)     (580.1)     (551.3)
  Net (decrease) increase in short-term debt                                 (114.5)      700.7      (163.8)
  Increases in long-term debt. . . . . . . . . . . . . . . . . . . . . .      475.9       359.4       117.7
  Decreases in long-term debt. . . . . . . . . . . . . . . . . . . . . .     (275.1)     (446.7)      (75.9)
  Issuance of preferred securities of subsidiary . . . . . . . . . . . .      516.5           -           -
  Proceeds from exercise of stock options. . . . . . . . . . . . . . . .      101.5        90.3        60.8
  Acquisitions of common stock for the treasury. . . . . . . . . . . . .     (891.5)   (1,190.7)     (779.0)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (26.7)        2.5        12.8
                                                                           --------   ---------   ---------

      CASH USED FOR FINANCING. . . . . . . . . . . . . . . . . . . . . .     (804.0)   (1,064.6)   (1,378.7)
                                                                           --------   ---------   ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . .   $  198.7   $  (116.3)  $   178.8
                                                                           ========   =========   =========
</TABLE>








See  Notes  to  Consolidated  Financial  Statements.

<PAGE>

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
Kimberly-Clark  Corporation  and  Subsidiaries

NOTE  1.   ACCOUNTING  POLICIES

BASIS  OF  PRESENTATION

     The  consolidated  financial  statements  include  the  accounts  of
Kimberly-Clark  Corporation and all subsidiaries that are more than 50 percent
owned  and  controlled  (the  "Corporation").   Investments in nonconsolidated
companies that are at least 20 percent owned are stated at cost plus equity in
undistributed  net  income.   These latter companies are referred to as equity
companies.    All  significant  intercompany  transactions  and  accounts  are
eliminated  in  consolidation.    Certain  reclassifications have been made to
conform  prior  year  data  to  the  current  year  presentation.

     The  preparation  of  financial  statements  requires  management to make
estimates  and  assumptions  that  affect  the  reported amounts of assets and
liabilities  at  the date of the financial statements and the reported amounts
of net sales and expenses during the reporting period.  Differences from those
estimates  are  recorded  in  the  appropriate  period.  Estimates are used in
accounting  for,  among  other  items, consumer and trade promotion and rebate
accruals,  employee  benefits, workers compensation claims and certain product
liability  risks,  excess  and  obsolete  inventory,  allowances  for doubtful
accounts,  deferred  tax  assets  and  contingencies.

INVENTORIES  AND  DISTRIBUTION  COSTS

     Most U.S. inventories are valued at cost on the Last-In, First-Out (LIFO)
method  for  U.S.  income tax and financial reporting purposes.  The balance of
the U.S. inventories and inventories of consolidated operations outside the U.S.
are generally valued at the lower of  cost, using either the First-In, First-Out
(FIFO) or weighted average cost methods,  or  market.    Distribution costs are
classified as cost of products sold.

AVAILABLE-FOR-SALE  SECURITIES

     Available-for-sale  securities  carried  at  market value and included in
other  assets  were  approximately  $20  million  at  December 31, 2001.  This
balance  was  held  by  the  Corporation's  consolidated  foreign  financing
subsidiary  formed  in February 2001 as described in Note 9.  These securities
consist  of  debt  securities  issued by non-U.S. governments and unaffiliated
corporations  with  maturity  dates  of two years or less.  Unrealized holding
gains or losses on these securities are recorded in other comprehensive income
until  realized.    No  gains  or  losses  were  realized  during  2001.

PROPERTY  AND  DEPRECIATION

     Property, plant and equipment are stated at cost and are depreciated over
their  estimated  useful  lives  on  the  straight-line or units-of-production
method for financial reporting purposes and generally on an accelerated method
for  income  tax  purposes.    Capitalized  costs  of purchased and internally
developed  software  are  amortized  on the straight-line method over not more
than  five  years.  Estimated useful lives are periodically reviewed and, when
warranted,  changes  are  made  that  generally  result  in an acceleration of
depreciation.    These  long-lived assets are reviewed for impairment whenever
events  or  changes  in  circumstances  indicate  that  their  cost may not be
recoverable.    An  impairment  loss would be recognized when estimated future
cash  flows  from  the  use of the asset and its eventual disposition are less
than its carrying amount.  Measurement of an impairment loss would be based on
discounted  future  cash  flows compared to the carrying amount of the assets.
When  property  is  sold  or retired, the cost of the property and the related
accumulated  depreciation  are  removed from the balance sheet and any gain or
loss  on  the  transaction  is  included  in  income.

<PAGE>

NOTE  1.   (Continued)

     The  cost  of  major  maintenance  performed  on  the  Corporation's
manufacturing  facilities,  composed of labor, materials and other incremental
costs,  is  charged  to  operations  as  incurred.   Start-up costs for new or
expanded  facilities  are  expensed  as  incurred.

GOODWILL

     Under current accounting requirements, goodwill acquired prior to July 1,
2001  is  amortized  on  the straight-line method over periods ranging from 10
years  to 40 years.  Accumulated amortization of goodwill at December 31, 2001
and  2000  was  $308.1  million  and  $231.4  million,  respectively.    The
realizability  and  period  of  benefit of goodwill are evaluated periodically
when  events  or  circumstances indicate that nonrecoverability of goodwill is
possible.    If  it  becomes  probable  that the future undiscounted cash flow
associated  with  such goodwill is less than its carrying value, an impairment
loss would be recognized.  These recoverability evaluations are subjective and
require  management  assessments  and  judgments.    Historically,  acquired
businesses  generally have generated sufficient cash flows to recover the cost
of  goodwill.

REVENUE  RECOGNITION

     Sales  revenue  is  recognized  at  the  time  of  product  shipment  to
unaffiliated  customers  and  appropriate  provision is made for uncollectible
accounts.

ADVERTISING  EXPENSE

     Advertising  costs  are expensed in the year the related advertisement is
first  presented by the media.  Advertising expenses charged to income totaled
$385.2  million  in  2001,  $349.3 million in 2000 and $336.5 million in 1999.
For interim reporting purposes, advertising expenses are charged to operations
as  a  percentage  of  sales  based on estimated sales and related advertising
expense  for  the  full  year.

ENVIRONMENTAL  EXPENDITURES

     Environmental  expenditures related to current operations that qualify as
property,  plant  and  equipment  or which substantially increase the economic
value  or  extend  the  useful life of an asset are capitalized, and all other
expenditures are expensed as incurred.  Environmental expenditures that relate
to  an  existing condition caused by past operations are expensed as incurred.
Liabilities  are  recorded  when  environmental  assessments  and/or  remedial
efforts  are  probable  and the costs can be reasonably estimated.  Generally,
the  timing of these accruals coincides with completion of a feasibility study
or  a  commitment  to  a  formal  plan  of  action.

STOCK-BASED  COMPENSATION

     Compensation  cost  for  stock  options  and  awards is measured based on
intrinsic  value  under  Accounting  Principles  Board  Opinion  ("APB")  25,
Accounting  for  Stock  Issued  to  Employees.

<PAGE>

NOTE  1.   (Continued)

ACCOUNTING  STANDARDS  CHANGES  AND  NEW  PRONOUNCEMENTS

     On  January  1,  2001,  the  Corporation  adopted  Statement of Financial
Accounting  Standards  ("SFAS") 133, Accounting for Derivative Instruments and
Hedging  Activities.    See  Note  6  for  further  discussion.

     SFAS  141,  Business  Combinations,  and  SFAS  142,  Goodwill  and Other
Intangible  Assets,  were issued in June 2001.  SFAS 141 was effective July 1,
2001  and  SFAS  142  is effective beginning January 1, 2002.  Under these new
standards,  goodwill  and  intangible  assets  having indefinite lives will no
longer  be  amortized  but  will  be  subject  to  annual  impairment  tests.
Application  of  nonamortization  provisions  of SFAS 142 would have increased
reported net income by approximately $.18 per share in 2001.  During 2002, the
Corporation  will  perform  the  required  impairment  tests  of  goodwill and
intangible  assets as of January 1, 2002.  The Corporation does not expect any
write-offs  upon  implementation  of  this  standard.

     SFAS 143, Accounting for Asset Retirement Obligations, was issued in June
2001  and  is effective beginning January 1, 2003.  SFAS 143 requires that any
legal  obligation related to the retirement of long-lived assets be quantified
and  recorded  as  a  liability and an offsetting asset retirement cost on the
balance  sheet  in  the  period it is incurred if a reasonable estimate of the
fair  value  of  the  liability  can  be  made.

     SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was  issued  in  August 2001 and is effective beginning January 1, 2002.  SFAS
144  provides  a  single,  comprehensive  accounting  model for impairment and
disposal  of  long-lived  assets  and  discontinued  operations.

     SFAS  143  and  SFAS  144  will  be adopted on their effective dates, and
adoption  is  not  expected  to  result  in  any  material  effects  on  the
Corporation's  financial  statements.

     In  April  2001, the Emerging Issues Task Force ("EITF") of the Financial
Accounting  Standards  Board  issued  EITF 00-25, Accounting for Consideration
from  a  Vendor  to a Retailer in Connection with the Purchase or Promotion of
the  Vendor's  Products.    Under EITF 00-25, the cost of promotion activities
offered  to customers will be classified as a reduction in sales revenue.  The
Corporation  will  adopt  EITF  00-25, as required, beginning January 1, 2002.
This  reclassification will reduce net sales by approximately $1 billion, $885
million and $900 million for 2001, 2000 and 1999, respectively.  Adoption will
not  change  reported  earnings.

     Also  in  April  2001,  the  EITF  delayed  implementation of EITF 00-14,
Accounting  for  Certain Sales Incentives, to coincide with the implementation
date  for  EITF  00-25.    Under EITF 00-14, the estimated redemption value of
consumer  coupons  must  be  recorded  at  the time the coupons are issued and
classified  as  a reduction in sales revenue.  The Corporation will adopt EITF
00-14  effective January 1, 2002 and will reclassify the face value of coupons
and  similar discounts ("Discounts") as a reduction in revenue for all periods
presented.    Discounts  recorded as promotion expense were approximately $205
million,  $190  million and $205 million in 2001, 2000 and 1999, respectively.
Upon  adoption  of EITF 00-14, the Corporation will report a cumulative effect
of  a change in accounting principle resulting from a change in the period for
recognizing  the  face  value  of  coupons,  which at December 31, 2001 was an
after-tax  charge  equal  to  $.02  per  share.

<PAGE>

NOTE  2.   INCOME  TAXES


     An  analysis  of  the  provision  for  income  taxes  follows:

<TABLE>
<CAPTION>

                                                            Year Ended December 31
                                                          --------------------------
(Millions of dollars)                                      2001      2000      1999
------------------------------------------------------------------------------------
<s>                                                       <c>       <c>       <c>
Current income taxes:
  United States. . . . . . . . . . . . . . . . . . . . .  $363.9    $407.3    $386.9
  State. . . . . . . . . . . . . . . . . . . . . . . . .    52.5      36.5      69.8
  Other countries. . . . . . . . . . . . . . . . . . . .   189.6     230.6     147.3
                                                          ------    ------    ------

    Total. . . . . . . . . . . . . . . . . . . . . . . .   606.0     674.4     604.0
                                                          ------    ------    ------

Deferred income taxes:
  United States. . . . . . . . . . . . . . . . . . . . .   115.4      91.3     139.2
  State. . . . . . . . . . . . . . . . . . . . . . . . .   (17.9)     14.0     (18.7)
  Other countries. . . . . . . . . . . . . . . . . . . .   (57.8)    (21.2)      5.7
                                                          ------    ------    ------

    Total. . . . . . . . . . . . . . . . . . . . . . . .    39.7      84.1     126.2
                                                          ------    ------    ------

Total provision for income taxes . . . . . . . . . . . .  $645.7    $758.5    $730.2
                                                          ======    ======    ======
</TABLE>

  Income before income taxes is classified in the Consolidated Income Statement
  as follows:

<TABLE>
<CAPTION>


                                                            Year Ended December 31
                                                          --------------------------
(Millions of dollars)                                      2001      2000      1999
------------------------------------------------------------------------------------
<s>                                                     <c>       <c>       <c>
United States. . . . . . . . . . . . . . . . . . . . .  $1,741.8  $1,787.5  $1,782.7
Other countries. . . . . . . . . . . . . . . . . . . .     422.6     648.5     469.0
                                                        --------  --------  --------

                                                        $2,164.4  $2,436.0  $2,251.7
                                                        ========  ========  ========
</TABLE>




<PAGE>

NOTE  2.   (Continued)

     Deferred income tax assets (liabilities) are composed of the following:

<TABLE>
<CAPTION>


                                                                               December 31
                                                                          -------------------
(Millions of dollars)                                                        2001       2000
---------------------------------------------------------------------------------------------
<s>                                                                       <c>         <c>
Current deferred income tax asset attributable to:

  Advertising and promotion accruals . . . . . . . . . . . . . . . .      $     8.7   $  20.8
  Pension, postretirement and other employee benefits. . . . . . . .          112.7     130.4
  Other accrued expenses . . . . . . . . . . . . . . . . . . . . . .           92.5     100.0
  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           18.0      24.8
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            8.0      14.7
  Valuation allowances . . . . . . . . . . . . . . . . . . . . . . .            (.1)     (3.6)
                                                                          ---------   -------

Net current deferred income tax asset. . . . . . . . . . . . . . . .      $   239.8   $ 287.1
                                                                          =========   =======

Noncurrent deferred income tax asset attributable to:

  Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .      $   (42.7)  $ (16.7)
  Income tax loss carryforwards. . . . . . . . . . . . . . . . . . .          299.9     222.3
  Foreign tax credits. . . . . . . . . . . . . . . . . . . . . . . .           51.4      30.0
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           29.6      22.1
  Valuation allowances . . . . . . . . . . . . . . . . . . . . . . .         (177.1)   (155.2)
                                                                          ---------   -------

  Net noncurrent deferred income tax asset included in other assets.      $   161.1   $ 102.5
                                                                          =========   =======

Noncurrent deferred income tax liability attributable to:

  Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .      $  (995.2)  $(950.1)
  Income tax loss carryforwards. . . . . . . . . . . . . . . . . . .           14.1      40.7
  Pension and other postretirement benefits. . . . . . . . . . . . .          207.1     157.9
  Installment sales. . . . . . . . . . . . . . . . . . . . . . . . .         (254.1)   (254.1)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           23.5      18.1
                                                                          ---------   -------

Net noncurrent deferred income tax liability . . . . . . . . . . . .      $(1,004.6)  $(987.5)
                                                                          =========   =======
</TABLE>



     Valuation  allowances  for  deferred  income  tax  assets increased $18.4
million in 2001 and decreased $120.2 million in 2000.  Valuation allowances at
the end of 2001 primarily relate to the potentially unusable portion of income
tax  loss carryforwards of $869 million in jurisdictions primarily outside the
United  States.    If not utilized against taxable income, $426 million of the
loss  carryforwards  will  expire  from 2001 through 2020.  The remaining $443
million  has  no  expiration  date.

     Realization  of deferred tax assets is dependent on generating sufficient
taxable  income  prior  to  expiration  of  the  loss carryforwards.  Although
realization  is  not  assured,  management believes it is more likely than not
that  all  of the deferred tax assets, net of applicable valuation allowances,
will be realized.  The amount of the deferred tax assets considered realizable
could  be  reduced  or  increased if  estimates  of  future  taxable  income
during the carryforward period are reduced  or  increased.

<PAGE>

NOTE  2.   (Continued)

     Presented  below is a reconciliation of the income tax provision computed
at the U.S. federal statutory tax rate to the provision for income taxes.

<TABLE>
<CAPTION>

                                                               Year Ended December 31
                                            --------------------------------------------------------------
                                                  2001                  2000                 1999
                                            -----------------     ----------------     -------------------
(Millions  of  dollars)                     AMOUNT    PERCENT     Amount    Percent    Amount      Percent
----------------------------------------------------------------------------------------------------------
<s>                                         <c>        <c>        <c>        <c>       <c>          <c>

Income before income taxes:
  As reported. . . . . . . . . . . . .      $2,164.4              $2,436.0             $2,251.7
  Charges (credits) for unusual items.         212.9                  (1.1)               (97.3)
                                            --------              --------             --------
    Income before income taxes and
      unusual items. . . . . . . . . .      $2,377.3               2,434.9             $2,154.4
                                            ========              ========             ========

Tax at U.S. statutory rate(a). . . . .      $  832.0   35.0%      $  852.2   35.0%       $754.0     35.0%
State income taxes, net of federal
  tax benefit. . . . . . . . . . . . .          26.6    1.1           32.5    1.3          29.7      1.4
Net operating losses realized. . . . .         (32.6)  (1.4)         (71.4)  (2.9)        (12.7)     (.6)
Other - net. . . . . . . . . . . . . .        (106.3)  (4.4)         (58.1)  (2.4)        (79.4)    (3.7)
                                            --------   ----       --------   ----      --------     ----

                                               719.7   30.3%         755.2   31.0%        691.6     32.1%
                                                       ====                  ====                   ====

Tax effects of unusual items . . . . .         (74.0)  34.8%           3.3      -          38.6     39.7%
                                            --------   ====       --------   ====      --------     ----

Provision for income taxes . . . . . .      $  645.7   29.8%      $  758.5   31.1%     $  730.2     32.4%
                                            ========   ====       ========   ====      ========     ====
<FN>

(a)  Tax at U.S. statutory rate is based on income before income taxes excluding the charges (credits) for unusual items. The
tax effects of the unusual items are shown elsewhere in the table.
</TABLE>



     At  December  31,  2001,  income  taxes  have  not  been  provided  on
approximately  $2.7  billion  of unremitted earnings of subsidiaries operating
outside  the  U.S.    These  earnings,  which  are  considered  to be invested
indefinitely,  would  become  subject  to  income tax if they were remitted as
dividends,  were  lent  to  the  Corporation  or  a  U.S. affiliate, or if the
Corporation  were to sell its stock in the subsidiaries.  Determination of the
amount  of unrecognized deferred U.S. income tax liability on these unremitted
earnings  is not practicable.  Withholding taxes of approximately $235 million
would  be  payable  upon  remittance  of all previously unremitted earnings at
December  31,  2001.

<PAGE>

NOTE  3.   POSTRETIREMENT  AND  OTHER  BENEFITS

PENSION  PLANS

     The  Corporation  and  its  subsidiaries  in North America and the United
Kingdom  have  defined  benefit  and/or  defined contribution retirement plans
covering substantially all regular employees.  Certain other subsidiaries have
defined  benefit pension plans or, in certain countries, termination pay plans
covering  substantially  all  regular  employees.   The funding policy for the
qualified  defined  benefit  plans  in  North America  and  the defined benefit
plans in the United Kingdom is to contribute assets  to  fully  fund  the
accumulated  benefit  obligation.    Subject  to regulatory  and  tax
deductibility  limits,  any  funding  shortfall  will be eliminated  over  a
reasonable  number  of  years.    The  funding policy for nonqualified  U.S.
plans  providing pension benefits in excess of limitations imposed  by  the
U.S.  income  tax code and for the remaining defined benefit plans  outside
North  America  is  based  on  legal  requirements,  tax considerations,
investment opportunities, and customary business practices in such  countries.

     In  accordance  with  SFAS  87,  Employers' Accounting for Pensions,  the
Corporation  has recorded a minimum pension liability for underfunded plans of
$181.2  million  at December 31, 2001, representing the excess of the unfunded
accumulated  benefit  obligation ("ABO") over previously recorded pension cost
liabilities.  The minimum pension liability is included in noncurrent employee
benefit  and  other obligations on the balance sheet.  An offsetting charge of
$12.9  million  is  included  as  an  intangible  asset,  to  the  extent  of
unrecognized prior service cost, and the balance of $168.3 million is included
in  accumulated  other  comprehensive  income,  which is part of stockholders'
equity.   The principal cause of the accrual for an additional minimum pension
liability  in  2001  was the decline in the value of equity securities held by
the  United  Kingdom  pension  trusts.

OTHER  POSTRETIREMENT  BENEFIT  PLANS

     Substantially  all  retired  employees  of  the Corporation and its North
American  subsidiaries  and  certain  international  employees  are covered by
health  care  and life insurance benefit plans.  Certain benefits are based on
years  of  service  and  age  at  retirement.    The  plans  are  principally
noncontributory for employees who retired before 1993 and are contributory for
most  employees  who  retire  in  1993  or  after.    Certain U.S.  plans  limit
the Corporation's cost of future annual per capita retiree medical  benefits  to
no  more  than 200  percent  of  the  1992  annual per capita cost.  Certain
other U.S. plans limit  the Corporation's future cost for retiree medical
benefits to a defined annual  per  capita  medical  cost.

<PAGE>

NOTE  3.   (Continued)

     Summarized  financial  information  about postretirement plans, excluding
defined  contribution  retirement  plans,  is  presented  below.

<TABLE>
<CAPTION>


                                                        Pension Benefits      Other Benefits
                                                      -------------------   -----------------
                                                              Year Ended December 31
                                                      ---------------------------------------
 (Millions of dollars)                                   2001      2000       2001      2000
 --------------------------------------------------------------------------------------------
<s>                                                   <c>        <c>        <c>       <c>
CHANGE IN BENEFIT OBLIGATION
  Benefit obligation at beginning of year . . . . . . $3,847.1   $3,648.5   $ 661.9   $ 626.9
  Service cost. . . . . . . . . . . . . . . . . . . .     65.4       63.4      12.0      10.9
  Interest cost . . . . . . . . . . . . . . . . . . .    266.8      263.6      48.2      48.3
  Participants' contributions . . . . . . . . . . . .      7.4        8.5       5.3       5.2
  Amendments. . . . . . . . . . . . . . . . . . . . .       .2        4.5         -         -
  Actuarial loss. . . . . . . . . . . . . . . . . . .     86.4      181.3      41.8      41.0
  Acquisitions. . . . . . . . . . . . . . . . . . . .     37.3        6.6         -         -
  Curtailments. . . . . . . . . . . . . . . . . . . .     (1.4)         -         -         -
  Special termination benefits. . . . . . . . . . . .      9.0        1.1         -         -
  Currency exchange rate effects. . . . . . . . . . .    (37.4)     (68.9)     (1.8)      (.9)
  Benefit payments. . . . . . . . . . . . . . . . . .   (266.2)    (261.5)    (70.9)    (69.5)
                                                      --------   --------   -------   -------

  Benefit obligation at end of year . . . . . . . .    4,014.6    3,847.1     696.5     661.9
                                                      --------   --------   -------   -------

CHANGE IN PLAN ASSETS
  Fair value of plan assets at beginning of year. . .  4,086.5    4,426.2         -         -
  Actual loss on plan assets. . . . . . . . . . . . .   (130.0)     (47.5)        -         -
  Acquisitions. . . . . . . . . . . . . . . . . . . .     36.0        2.7         -         -
  Employer contributions. . . . . . . . . . . . . . .     16.4       19.3      65.6      64.3
  Participants' contributions . . . . . . . . . . . .      7.4        8.5       5.3       5.2
  Currency exchange rate effects. . . . . . . . . . .    (34.6)     (67.7)        -         -
  Benefit payments. . . . . . . . . . . . . . . . . .   (260.2)    (255.0)    (70.9)    (69.5)
                                                      --------   --------   -------   -------

  Fair value of plan assets at end of year. . . . . .  3,721.5    4,086.5         -         -
                                                      --------   --------   -------   -------

FUNDED STATUS
  (Deficiency) excess of plan assets over benefit
       obligation . . . . . . . . . . . . . . . . . .   (293.1)     239.4    (696.5)   (661.9)
  Unrecognized net actuarial loss (gain). . . . . . .    544.5      (37.0)      (.6)    (46.2)
  Unrecognized transition amount. . . . . . . . . . .     (1.0)      (5.4)        -         -
  Unrecognized prior service cost . . . . . . . . . .     53.8       62.5     (11.3)    (13.4)
                                                      --------   --------   -------   -------

  Net amount recognized . . . . . . . . . . . . . . . $  304.2   $  259.5   $(708.4)  $(721.5)
                                                      ========   ========   =======   =======

AMOUNTS RECOGNIZED IN THE BALANCE SHEET CONSIST OF:
  Prepaid benefit cost. . . . . . . . . . . . . . . . $  309.4   $  364.1   $     -   $     -
  Accrued benefit cost. . . . . . . . . . . . . . . .   (186.4)    (131.9)   (708.4)   (721.5)
  Intangible asset. . . . . . . . . . . . . . . . . .     12.9        4.6         -         -
  Accumulated other comprehensive income. . . . . . .    168.3       22.7         -         -
                                                      --------   --------   -------   -------
  Net amount recognized . . . . . . . . . . . . . . . $  304.2   $  259.5   $(708.4)  $(721.5)

</TABLE>

     The  above  pension  benefits  information  has  been  presented  on  an
aggregated  basis  whereby  benefit  obligation and plan asset information for
plans in which plan assets exceed accumulated benefit obligations ("ABO") have
been  combined  with  plans  where  the  ABO  exceeds  plan  assets.

<PAGE>

NOTE  3.   (Continued)

     Summary  disaggregated  information  about  these  pension  plans  follows:

<TABLE>
<CAPTION>

                                           Assets  Exceed      ABO  Exceeds
                                                ABO               Assets
                                          ---------------     --------------
                                                      December  31
                                          ----------------------------------
(Millions  of  dollars)                     2001      2000     2001    2000
----------------------------------------------------------------------------
<s>                                       <c>       <c>       <c>     <c>

Projected benefit obligation. . . . .     $3,173.0  $3,650.0  $841.6  $197.1
ABO . . . . . . . . . . . . . . . . .      2,906.3   3,364.6   790.6   167.6
Fair value of plan assets . . . . . .      3,114.2   4,037.5   607.3    49.0




                                          Pension  Benefits   Other  Benefits
                                          -----------------   ---------------
                                                      December 31
                                          -----------------------------------
                                          2001      2000      2001    2000
-----------------------------------------------------------------------------
<s>                                       <c>       <c>       <c>     <c>

WEIGHTED AVERAGE ASSUMPTIONS
  Discount rate . . . . . . . . . . .     7.0%      7.2%      7.2%    7.5%
  Expected return on plan assets. . .     9.2%      9.3%        -       -
  Rate of compensation increase . . .     3.9%      4.1%        -       -
  Health care cost trend rate(a). . .       -         -      10.0%    6.9%

<FN>

(a)  Assumed to decrease to 9.3% in 2003 and to zero by 2004 and thereafter.
</TABLE>



<TABLE>
<CAPTION>


                                             Pension  Benefits          Other  Benefits
                                       ----------------------------  ---------------------
                                                      Year  Ended  December  31
                                       ---------------------------------------------------
(Millions  of  dollars)                  2001       2000     1999     2001    2000    1999
------------------------------------------------------------------------------------------


<s>                                    <c>       <c>       <c>       <c>     <c>     <c>
COMPONENTS OF NET PERIODIC
BENEFIT COST
  Service cost. . . . . . . . . . . .  $  65.4   $  63.4   $  73.3   $12.0   $10.9   $12.5
  Interest cost . . . . . . . . . . .    266.8     263.6     251.1    48.2    48.3    45.2
  Expected return on plan assets(a) .   (368.1)   (397.6)   (352.8)      -       -       -
  Amortization of prior service cost.      8.6       9.1       9.5    (2.1)   (2.1)   (2.1)
  Amortization of transition amount .     (4.4)     (4.4)     (4.6)      -       -       -
  Recognized net actuarial loss
    (gain). . . . . . . . . . . . . .      4.5     (20.2)      4.8    (3.8)   (4.3)   (4.4)
  Curtailments. . . . . . . . . . . .     (1.4)        -      18.0       -       -    (4.1)
  Other . . . . . . . . . . . . . . .      9.0       1.0       6.1     (.1)      -       -
                                       -------   -------   -------   -----   -----   -----

  Net periodic benefit cost (credit).  $ (19.6)  $ (85.1)  $   5.4   $54.2   $52.8   $47.1
                                       =======   =======   =======   =====   =====   =====
<FN>

(a)  The  expected  return  on  plan  assets is determined by multiplying the fair value of the plan assets
     at  the  prior  year-end  (adjusted for estimated current year cash benefit payments and contributions)
     by  the  long-term  expected  rate  of  return.
</TABLE>


     Assumed  health  care  cost  trend  rates affect the amounts reported for
postretirement  health  care  benefit plans.  A one-percentage-point change in
assumed  health  care  trend  rates  would  have  the  following  effects:

<TABLE>
<CAPTION>



                                                            One-Percentage-Point
                                                          -----------------------
(Millions of dollars)                                     Increase       Decrease
---------------------------------------------------------------------------------
<s>                                                        <c>            <c>
Effect on total of service and interest cost components. . $ 4.7          $ 3.6
Effect on postretirement benefit obligation. . . . . . . .  41.9           34.5
</TABLE>

<PAGE>

NOTE  3.   (Continued)

DEFINED  CONTRIBUTION  RETIREMENT  PLANS

     The  Corporation's  contributions  to the defined contribution retirement
plans  are  based  on  the  age  and  compensation  of covered employees.  The
Corporation's  contributions, all of which were charged to expense, were $37.3
million, $29.8 million and $26.1 million in 2001, 2000 and 1999, respectively.

INVESTMENT  PLANS

     Voluntary contribution investment plans are provided to substantially all
North  American employees.  Under the plans, the Corporation matches a portion
of  employee  contributions.  Costs  charged to expense under the plans were
$27.5  million,  $22.6  million  and  $25.1  million  in  2001, 2000 and 1999,
respectively.

<PAGE>

NOTE  4.    EARNINGS  PER  SHARE

     A  reconciliation of the average number of common shares outstanding used
in  the  basic  and  diluted  EPS  computations  follows:

<TABLE>
<CAPTION>



                                                                       Average Common Shares Outstanding
                                                                       ---------------------------------
(Millions)                                                             2001          2000          1999
--------------------------------------------------------------------------------------------------------
<s>                                                                    <c>           <c>           <c>
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 529.6         539.5         536.3
  Dilutive effect of stock options                                       3.4           3.9           3.1
  Dilutive effect of deferred compensation plan shares . . . . . . . .    .2            .1            .1
  Dilutive effect of shares issued for participation share awards. . .     -            .3            .6
                                                                       -----         -----         -----

Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 533.2         543.8         540.1
                                                                       =====         =====         =====
</TABLE>



     Options  outstanding that were not included in the computation of diluted
EPS  because their exercise price was greater than the average market price of
the  common  shares  are  summarized  below:

<TABLE>
<CAPTION>


Description                                                            2001          2000          1999
--------------------------------------------------------------------------------------------------------
<s>                                                                  <c>           <c>            <c>
Average number of share equivalents (millions) . . . . . . . . . . .     5.1            .5           .1
Weighted-average exercise price(a) . . . . . . . . . . . . . . . . .   $71.36       $157.27       $58.10
Expiration date of options . . . . . . . . . . . . . . . . . . . . . 2006 to 2011  2001 to 2010    2009
Options outstanding at year end. . . . . . . . . . . . . . . . . . .     5.8            .5           .1
<FN>

(a)  The weighted-average exercise price in 2000 represents converted options from the
Safeskin Corporation acquisition.
</TABLE>

     The number of common shares outstanding as of December 31, 2001, 2000 and
1999 was 521.0 million, 533.4 million and 540.6 million, respectively.

<PAGE>

NOTE  5.   DEBT

     Long-term  debt  is  composed  of  the  following:

<TABLE>
<CAPTION>

                                                          Weighted-
                                                          Average                   December  31
                                                          Interest               ------------------
                                                            Rate    Maturities      2001     2000
---------------------------------------------------------------------------------------------------
<s>                                                         <c>    <c>           <c>       <c>
Commercial paper to be refinanced . . . . . . . . . . . .     -         -        $  400.0  $      -
Notes and debentures. . . . . . . . . . . . . . . . . . .   7.1%   2002 - 2028    1,469.8   1,652.8
Industrial development revenue bonds. . . . . . . . . . .   4.7%   2002 - 2034      413.4     414.1
Bank loans and other financings in various currencies . .   8.6%   2002 - 2025      278.5     211.2
                                                                                 --------  --------

Total long-term debt. . . . . . . . . . . . . . . . . . .                         2,561.7   2,278.1

  Less current portion. . . . . . . . . . . . . . . . . .                           137.7     277.5
                                                                                 --------  --------

Long-term portion . . . . . . . . . . . . . . . . . . . .                        $2,424.0  $2,000.6
                                                                                 ========  ========
</TABLE>

     At December 31, 2001, $400 million of short-term commercial paper was
classified as long-term debt because on February 8, 2002, the Corporation
issued $400 million of 5 5/8% Notes due February 15, 2012 and used the
proceeds to retire commercial paper.

     Fair value of total  long-term  debt was $2,639.5 million and $2,295.9
million at December 31, 2001 and 2000, respectively.  Scheduled maturities of
long-term debt for the next five years are $71.8 million in 2003, $116.7
million in 2004, $60.3 million in 2005 and $6.1 million in 2006.

     At  December  31,  2001, the Corporation had $1.475 billion of syndicated
revolving  credit  facilities.  These facilities, unused at December 31, 2001,
permit  borrowing  at competitive interest rates and are available for general
corporate  purposes,  including  backup  for commercial paper borrowings.  The
Corporation  pays  commitment  fees  on  the unused portion but may cancel the
facilities  without  penalty  at any time prior to their expiration.  Of these
facilities,  $737.5 million expires in October 2002 and the balance expires in
November  2006.

     Debt  payable  within  one  year:

<TABLE>
<CAPTION>


                                                                                    December  31
                                                                                 ------------------
(Millions of dollars)                                                              2001     2000
---------------------------------------------------------------------------------------------------
<s>                                                                              <c>       <c>
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  961.3  $1,046.3
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . . . .      137.7     277.5
Other short-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      137.1     166.7
                                                                                 --------  --------

  Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $1,236.1  $1,490.5
                                                                                 ========  ========
</TABLE>

     At December 31, 2001 and 2000, the weighted-average interest rate for
commercial paper was 1.9 percent and 6.5 percent, respectively.

<PAGE>

NOTE  6.   RISK  MANAGEMENT

     As a multinational enterprise, the Corporation is exposed to changes
in  foreign  currency  exchange rates, interest rates and commodity prices.  A
variety  of  practices  are  employed  to manage these market risks, including
operating  and  financing activities and, where deemed appropriate, the use of
derivative  instruments.    Derivative  instruments  are  used  only  for risk
management  purposes  and  not  for  speculation  or  trading.  All derivative
instruments  are  either  exchange  traded  or  are  entered  into  with major
financial  institutions.    The  Corporation's  credit  exposure  under  these
arrangements  is  limited  to the fair value of the agreements with a positive
fair  value  at the reporting date.  Additionally, credit risk with respect to
the  counterparties is considered minimal in view of the financial strength of
the  counterparties.

     Effective  January  1, 2001, the Corporation adopted SFAS 133 as amended.
This  accounting  standard  requires  that  all  derivative  instruments  be
recognized  as  assets  or  liabilities  on  the  balance sheet at fair value.
Changes  in  the  fair  value  of derivatives are either recorded in income or
other  comprehensive  income, which is part of stockholders' equity, depending
on  whether  the  derivative  has  been  designated and qualifies as part of a
hedging  relationship.    The  gain  or loss on derivatives designated as fair
value  hedges  and the offsetting loss or gain on the hedged item attributable
to  the  hedged risk are included in current income in the period that changes
in  fair value occur.  The gain or loss on derivatives designated as cash flow
hedges is included in other comprehensive income in the period that changes in
fair  value  occur  and is reclassified to income in the same period that the
hedged  item  affects  income.   The gain or loss on derivatives that have not
been  designated  as  hedging instruments is included in current income in the
period  that  changes  in  fair  value  occur.

     Upon  adoption  of  SFAS 133, the Corporation recognized a pretax loss of
$.5  million in other (income) expense, net as a cumulative effect of a change
in  accounting.    It also recorded an after-tax gain of $1.5 million in other
comprehensive  income  on  cash  flow  hedges of forecasted purchases of pulp,
which  was  recognized  in  income  in  2001.

     Prior  to adoption of SFAS 133, and in accordance with generally accepted
accounting  principles in effect at that time, gains and losses on instruments
that  hedged  firm  commitments were deferred and included in the basis of the
underlying  hedged  items.    Premiums paid for options were amortized ratably
over  the  life  of  the  option.    Contracts  used to hedge recorded foreign
currency  transactions  generally  matured  within one year and were marked to
market  with  the resulting gains or losses included in current income.  These
gains  and  losses  offset foreign exchange gains and losses on the underlying
transactions.

     The  following  table  presents the aggregate notional principal amounts,
carrying  values and fair values of the Corporation's foreign currency forward
contracts  outstanding  at  December  31,  2000:

<TABLE>
<CAPTION>



                                                                                   2000
                                                                     ---------------------------------
                                                                       NOTIONAL
                                                                       PRINCIPAL    CARRYING     FAIR
(Millions  of  dollars)                                                AMOUNTS       VALUES     VALUES
------------------------------------------------------------------------------------------------------
<s>                                                                    <c>          <c>        <c>
Forward contracts
  Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 333.5      $ 12.1     $  7.3
  Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .    664.3       (20.2)     (13.9)
</TABLE>

Foreign  Currency  Risk  Management

     Foreign currency risk is managed by the use of foreign currency
forward and swap  contracts. The use of these contracts allows management of
transactional exposure to exchange rate fluctuations because the gains or
losses incurred on the derivative instruments will offset, in whole or in
part, losses or gains

<PAGE>

NOTE  6.   (Continued)

on  the  underlying foreign currency exposure.  Management of foreign currency
transactional  exposures  was not changed during 2001, and management does not
foresee  or  expect  any  significant  change  in  such  exposures  or  in the
strategies  it  employs  to  manage  them  in  the  near  future.

Translation  Risk  Management

     The  income  statements  of  foreign  operations,  other  than  those  in
hyperinflationary  economies,  are  translated  into  U.S. dollars at rates of
exchange  in  effect  each  month.  The balance sheets of these operations are
translated  at  period-end exchange rates, and the differences from historical
exchange rates are reflected in stockholders' equity as unrealized translation
adjustments.

     The  income  statements  and  balance  sheets  of  operations  in
hyperinflationary  economies  are  translated  into  U.S.  dollars  using both
current  and  historical  rates  of  exchange.    For  balance  sheet accounts
translated  at  current  exchange rates, such as cash and accounts receivable,
the  differences  from  historical  exchange  rates  are  reflected in income.
Operations  that  are  deemed to be hyperinflationary are as follows:  Ecuador
(prior  to  2000),  Russia,  Turkey  and  Venezuela.

     Translation exposure generally is not hedged.  The risk to any particular
entity's  net  assets  is  minimized to the extent that the entity is financed
with  local  currency  borrowing.    In  addition,  many  of the Corporation's
non-U.S.  operations buy the majority of their inputs and sell the majority of
their  outputs  in  their  local  currency,  thereby  minimizing the effect of
currency  rate  changes  on  their  local  operating  profit  margins.

Interest  Rate  Risk  Management

     Interest  rate  risk is managed through the maintenance of a portfolio of
variable-  and  fixed-rate  debt composed of short- and long-term instruments.
The  objective  is  to  maintain  a  cost-effective  mix that management deems
appropriate.    The  strategy  employed  to  manage  exposure to interest rate
fluctuations  did not change significantly during 2001 and management does not
foresee  or  expect  any  significant changes in its exposure to interest rate
fluctuations  or  in  how  such  exposure  is  managed  in  the  near  future.

     The  Corporation  has  entered  into  interest  rate swap agreements that
effectively  convert a portion of its floating-rate debt to a fixed-rate basis
for the next year, thus reducing the impact of interest-rate changes on future
interest expense.  Approximately $56 million of the Corporation's outstanding
current  portion  of  long-term  debt  was  designated  as the hedged items to
interest  rate  swap  agreements  at  December  31,  2001.

Commodity  Price  Risk  Management

     The  Corporation is subject to commodity price risk, the most significant
of  which relates to the price of pulp.  Selling prices of tissue products are
influenced,  in  part,  by  the  market price for pulp, which is determined by
industry  supply  and  demand.  On a worldwide basis, the Corporation supplies
approximately  40  percent  of  its  virgin  fiber  needs  from  internal pulp
manufacturing  operations.    Management  still intends to reduce its level of
pulp  integration, when market conditions permit, to approximately 20 percent,
and  such a reduction in pulp integration, if accomplished, could increase the
Corporation's  commodity  price  risk.  Specifically, increases in pulp prices
could  adversely affect earnings if selling prices are not adjusted or if such
adjustments  significantly  trail  the  increases  in  pulp  prices.

     In  addition,  the  Corporation is subject to price risk for the price of
natural  gas,  which  is  used  in  its  manufacturing operations.  Derivative
instruments  are used to hedge this risk when it is deemed prudent to do so by
management.

<PAGE>

NOTE  6.   (Continued)

EFFECT  OF  DERIVATIVE  INSTRUMENTS  ON  RESULTS  OF  OPERATIONS  AND  OTHER
COMPREHENSIVE  INCOME

Fair  Value  Hedges

     During  the  year  ended  December  31,  2001, the fair value hedges were
perfectly  effective  and  consequently they resulted in no net income effect.
In  addition,  during  the  year,  all  of  the Corporation's firm commitments
continued  to  qualify  for  fair  value  hedging.

Cash  Flow  Hedges

     During  the  year  ended  December  31, 2001, the Corporation's cash flow
hedges  were  perfectly  effective  and  consequently  they resulted in no net
income  effect.    No  cash  flow  hedges  were  discontinued during the year.

     At  December 31, 2001, the Corporation expected to reclassify $.3 million
of  losses  from accumulated other comprehensive income to earnings during the
next twelve months.  The maximum maturity of cash flow derivatives in place at
December  31,  2001  is  December  2002.

Other

     The  Corporation  entered  into  forward contracts to purchase Australian
dollars  needed  to  complete  the anticipated acquisition of the remaining 45
percent  ownership  interest  in  Kimberly-Clark Australia ("KCA") for A$697.5
million  (approximately $355 million).  The longest of these contracts matures
in  August  2003.  These forward contracts do not qualify for hedge accounting
under  SFAS  133 and are marked to market each period with the resulting gains
or losses included in current earnings.  For the year ended December 31, 2001,
net  losses  on these contracts of approximately $6.9 million were recorded in
other  (income)  expense,  net.

     The net gain on all other derivative instruments not designated as hedges
was  $21.0  million  in  2001 and has been included in operating profit on the
income  statement.

<PAGE>

NOTE  7.   STOCK  COMPENSATION  PLANS

     Kimberly-Clark Equity Participation Plans ("Plans") provide for awards of
participation shares and stock options to key employees of the Corporation and
its  subsidiaries.  Upon maturity, participation share awards are paid in cash
based  on  the  increase  in  the  book  value  as defined by the Plans of the
Corporation's  common  stock  during  the  award  period.  Participants do not
receive dividends on the participation shares, but their accounts are credited
with  dividend  shares  payable in cash at the maturity of the award.  Neither
participation  nor dividend shares are shares of common stock.  In conjunction
with  the  restricted  stock  plan discussed later in this note, no additional
participation  shares  will  be  awarded  after  1998.

     Data  concerning  participation  and  dividend  shares  follow:

<TABLE>
<CAPTION>


(Thousands  of  shares)                     2001     2000     1999
---------------------------------------------------------------------
<s>                                        <c>       <c>     <c>
Outstanding - Beginning of year. . . . . .  6,608   10,229   10,049

Dividend shares credited - net . . . . . .    377      602      808

Matured. . . . . . . . . . . . . . . . . . (2,356)  (4,015)    (483)

Forfeited. . . . . . . . . . . . . . . . .   (154)    (208)    (145)
                                           ------   ------   ------

Outstanding - End of year. . . . . . . . .  4,475    6,608   10,229
                                           ======   ======   ======
</TABLE>



     Amounts  expensed  related  to  participation  shares were $15.0 million,
$44.5  million  and  $34.9  million  in  2001,  2000  and  1999, respectively.

     The  Corporation  also  has stock option plans under which executives and
key employees may be granted awards.  Under these plans, all stock options are
granted  at  not  less than market value at the date of grant, expire 10 years
after  the  date  of  grant and generally become exercisable over three years.

     In  October  1997,  approximately 57,000 employees worldwide were granted
approximately  3.2  million  stock  options  and .2 million stock appreciation
rights.    Employees were granted options to purchase a fixed number of shares
of  common  stock, ranging from 25 to 125 shares per employee at a price equal
to  the  fair  market value at the date of grant.  The grants generally became
exercisable  after  the third anniversary of the grant date and have a term of
seven  years.

     As  part of the acquisitions of Safeskin Corporation ("Safeskin") in 2000
and  Ballard  Medical  Products  ("Ballard") in 1999, outstanding Safeskin and
Ballard stock options were converted into options to acquire approximately 1.4
million and .5 million shares, respectively, of the Corporation's common stock
at  a  weighted-average  exercise  price  of  $85.22 and $36.13, respectively.


<PAGE>

NOTE  7.   (Continued)

     Data  concerning  stock  option  activity  follows:

<TABLE>
<CAPTION>



                                          2001                       2000                     1999
                                  -----------------------   ---------------------   ---------------------
                                               WEIGHTED-               Weighted-               Weighted-
                                                AVERAGE                 Average                 Average
                                               EXERCISE                Exercise                Exercise
(Options  in  thousands)          OPTIONS       PRICE       Options     Price       Options     Price
---------------------------------------------------------------------------------------------------------
<s>                               <c>         <c>           <c>         <c>          <c>        <c>
Outstanding - Beginning of
  year. . . . . . . . . . . . . . 23,941      $ 49.67       20,167      $44.08       17,132     $41.04
Granted . . . . . . . . . . . . .  5,867        69.71        5,799       52.95        5,271      48.46
Exercised . . . . . . . . . . . . (2,428)       41.75       (2,876)      30.88       (2,154)     27.24
Canceled or expired . . . . . . .   (715)      126.87         (554)      67.96         (545)     51.46
Converted Safeskin and
  Ballard stock options . . . . .      -            -        1,405       85.22          463      36.13
                                  ------                    ------                   ------

Outstanding - End of year(a). . . 26,665        52.73       23,941       49.67       20,167      44.08
                                  ======                    ======                   ======

Exercisable - End of year . . . . 15,237        46.80       11,330       46.95        9,588      36.59
                                  ======                    ======                   ======
<FN>

(a)  Data concerning stock options at December 31, 2001 follows (options in thousands):
</TABLE>

<TABLE>
<CAPTION>


                                   Options  Outstanding
                            ----------------------------------
                                                                    Options  Exercisable
                                       Weighted-                 ------------------------
                                       Average     Remaining                    Weighted-
                                       Exercise    Contractual                  Average
Excercise Price Range       Options     Price      Life (Years)   Options        Price
-----------------------------------------------------------------------------------------
<s>     <c> <c>             <c>       <c>            <c>           <c>           <c>
12.36   -    37.74. . . .    2,088    $ 25.06        2.4            2,088        $ 25.06
39.94   -    50.41. . . .    8,874      46.89        5.7            6,982          46.51
51.82   -    60.08. . . .    9,908      53.61        6.4            6,072          54.01
61.35   -    71.74. . . .    5,745      69.70        9.1               66          68.38
86.28   -   188.53. . . .       50     121.14        6.4               29         120.72
                            ------                                 ------
                            26,665      52.73        6.4           15,237          46.80
                            ======                                 ======
</TABLE>

     At  December 31, 2001, the number of additional shares of common stock of
the  Corporation  available  for  awards  under the 2001 Plan was 29.5 million
shares,  including  both  stock  option  and  restricted  share  awards.

     The  Corporation has elected to follow APB 25 and related interpretations
in accounting for its stock options.  Under APB 25, because the exercise price
of employee stock options that have been awarded was equal to the market price
of  the  underlying  stock  on  the date of grant, no compensation expense was
required  to  be  recognized.    However, SFAS 123, Accounting for Stock-Based
Compensation,  requires  presentation of pro forma net income and earnings per
share as if the Corporation had accounted for its employee stock options under
a fair value method.  For purposes of pro forma disclosure, the estimated fair
value  of  such stock options is amortized to expense over the vesting period.
Under  the  fair value method, the Corporation's net income and net income per
share  would  have  been  reduced  as  follows:

<TABLE>
<CAPTION>



(Millions of dollars, except per share amounts)   2001   2000   1999
--------------------------------------------------------------------
<s>                                              <c>    <c>    <c>
Net income. . . . . . . . . . . . . . . . . . .  $76.1  $53.3  $41.2
Basic and diluted net income per share. . . . .    .14    .10    .08
</TABLE>

<PAGE>

NOTE  7.   (Continued)

     The  weighted-average fair value of the individual options granted during
2001,  2000  and 1999 is estimated as $19.87, $16.24 and $11.77, respectively,
on  the  date of grant.  The fair values were determined using a Black-Scholes
option-pricing  model  with  the  following  assumptions:

<TABLE>
<CAPTION>

                                     2001        2000        1999
------------------------------------------------------------------
<s>                              <c>         <c>         <c>
Dividend yield. . . . . . . . .      1.61%       2.04%       2.15%
Volatility. . . . . . . . . . .     25.86%      26.20%      21.40%
Risk-free interest rate . . . .      4.70%       6.50%       5.25%
Expected life . . . . . . . . .  5.8 YEARS   5.8 years   5.8 years
</TABLE>

UNEARNED  COMPENSATION  ON  RESTRICTED  STOCK  AWARDS

     The  2001  Equity  Participation  Plan  replaces  the  Corporation's 1999
Restricted  Stock  Plan and provides for restricted share awards not to exceed
3.0  million  shares.    These  restricted  stock  awards  vest  and  become
unrestricted  shares  in  three  to 10 years from the date of grant.  Although
plan  participants  are  entitled  to cash dividends and may vote such awarded
shares,  the  sale or transfer of such shares is limited during the restricted
period.  During 2001, .5 million shares were awarded at an average share price
of  $55.59.    During 2000, .5 million shares were awarded at an average share
price  of  $58.18.   During 1999, .4 million shares were awarded at an average
share  price  of  $48.59.   As of December 31, 2001, 2.5 million shares of the
Corporation's  common  stock,  under  the  2001  plan,  remained available for
awards.

          The  market  value  of the Corporation's common stock determines the
value  of the restricted stock,  and such value is recorded at the date of the
award  as unearned compensation on restricted stock in a separate component of
stockholders' equity.  This unearned compensation is amortized to compensation
expense  over  the  periods of restriction.  During 2001, 2000 and 1999, $13.0
million,  $10.8  million  and  $5.0  million,  respectively,  was  charged  to
compensation  expense  under  the plan.  The tax effect of differences between
compensation  expense  for  financial  statement  and  income  tax purposes is
charged  or  credited  to  additional  paid-in  capital.

<PAGE>

NOTE  8.   COMMITMENTS

LEASES

     The future minimum obligations under leases having a noncancelable term
in excess of one year as of December 31, 2001, are as follows:

<TABLE>
<CAPTION>



                                                               Operating
(Millions of dollars)                                            Leases
------------------------------------------------------------------------
<s>                                                               <c>
Year Ending December 31:
 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 61.8
 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52.1
 2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38.9
 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30.2
 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19.8
 Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . .    43.4
                                                                  ------

Future minimum obligations. . . . . . . . . . . . . . . . . . .   $246.2
                                                                  ======
</TABLE>

     Operating  lease  obligations  have  been  reduced  by approximately $6
million  for  rental  income  from  noncancelable  sublease  agreements.

     Consolidated  rental  expense  under operating leases was $159.4 million,
$145.9  million  and  $151.4  million  in  2001,  2000 and 1999, respectively.


PURCHASE  COMMITMENTS

     The  Corporation has entered into long-term contracts for the purchase of
raw  materials,  primarily  pulp, and utilities, principally natural gas.  The
minimum  purchase  commitments  extend  beyond  2007.    The  commitments  are
approximately  $688  million,  $564 million and $377 million in 2002, 2003 and
2004,  respectively.  Total commitments beyond the year 2004 are $191 million.

     Although  the  Corporation is primarily liable for rental payments on the
above-mentioned  leases  and,  considering  the purchase commitments described
above, management believes the Corporation's exposure to losses, if any, under
these  arrangements  is  not  material.

<PAGE>

NOTE  9.   PREFERRED  SECURITIES  OF  SUBSIDIARY

     In  February 2001, a newly formed Luxembourg-based consolidated financing
subsidiary  of the Corporation issued 1 million shares of preferred securities
(the  "Securities")  with  an  aggregate  par  value  of  $520  million  to  a
nonaffiliated  entity  for  cash proceeds of $516.5 million.  Approximately 97
percent  of  the  subsidiary's  funds are invested in long-term, variable rate
loans  to the Corporation or its consolidated subsidiaries on terms that would
be  substantially  similar  to  other  borrowings  by  the  Corporation or its
consolidated  subsidiaries.    The  remaining  funds  are  invested  in  other
financial  assets.   The Securities pay no dividend but accrue a variable rate
of return based on three-month LIBOR plus 0.764 percent, which at December 31,
2001  equated to an annual rate of approximately 3.03 percent.  The Securities
are  in  substance  perpetual  and are callable by the subsidiary at par value
plus any accrued but unpaid return on the Securities in November 2008 and each
20-year  anniversary  thereafter.   The common equity securities, all of which
are owned by the Corporation, are entitled to all of the residual equity after
satisfaction  of  the  preferred  interests.    As  of  December 31, 2001, the
authorized,  issued  and  outstanding 1 million shares of preferred securities
had  a  balance  (and a liquidating value) of $538.4 million which is shown as
preferred  securities  of  subsidiary  on the consolidated balance sheet.  The
increase  in the balance of the Securities during 2001 of $21.9 million is the
return  on  the  Securities,  which  was included in minority owners' share of
subsidiaries'  net  income  for  2001 on the Corporation's consolidated income
statement.

<PAGE>

NOTE  10.  STOCKHOLDERS'  EQUITY

STOCKHOLDERS'  EQUITY

     At  December 31, 2001, unremitted net income of equity companies included
in  consolidated  retained  earnings  was  $774  million.

     On  June  21,  1988, the board of directors of the Corporation declared a
distribution  of one preferred share purchase right for each outstanding share
of  the  Corporation's  common  stock.  On June 8, 1995, the board amended the
plan  governing  such  rights.    The  rights  are  intended  to  protect  the
stockholders  against  abusive  takeover  tactics.

     A  right will entitle its holder to purchase one two-hundredth of a share
of Series A Junior Participating Preferred Stock at an exercise price of $225,
but will not become exercisable until 10 days after a person or group acquires
or  announces  a tender offer that would result in the ownership of 20 percent
or  more  of  the  Corporation's  outstanding  common  shares.

     Under  certain  circumstances, a right will entitle its holder to acquire
either  shares  of the Corporation's stock or shares of an acquiring company's
common  stock,  in  either  event  having a market value of twice the exercise
price of the right.  At any time after the acquisition by a person or group of
20  percent  or  more,  but fewer than 50 percent, of the Corporation's common
shares, the Corporation may exchange the rights, except for rights held by the
acquiring person or group, in whole or in part, at a rate of one right for one
share of the Corporation's common stock or for one two-hundredth of a share of
Series  A  Junior  Participating  Preferred  Stock.

     The rights may be redeemed at $.005 per right prior to the acquisition by
a  person  or  group  of 20  percent  or more of the common stock.  Unless
redeemed earlier, the rights expire  on  June  8,  2005.

OTHER  COMPREHENSIVE  INCOME  (LOSS)

     The changes in the components of other comprehensive income (loss) are as
follows:

<TABLE>
<CAPTION>


                                                               Year Ended December 31
                             -----------------------------------------------------------------------------------------
                                        2001                            2000                           1999
                             -------------------------      ---------------------------     --------------------------
                             PRETAX   TAX EXP.    NET       Pretax     Tax Exp.   Net       Pretax    Tax Exp.  Net
(Millions of dollars)        AMOUNT   (CREDIT)  AMOUNT      Amount     (Credit) Amount      Amount    (Credit) Amount
----------------------------------------------------------------------------------------------------------------------
<s>                         <c>       <c>      <c>          <c>        <c>      <c>         <c>       <c>      <c>
Unrealized translation
  adjustment. . . . . . . . $(256.7)  $    -   $(256.7)     $(218.8)  $   -     $(218.8)    $(154.6)  $  -     $(154.6)
Minimum pension liability
  adjustment. . . . . . . .  (145.6)   (43.5)   (102.1)        (6.5)   (2.5)       (4.0)        6.6    2.5         4.1
Deferred losses on cash
  flow hedges . . . . . . .     (.1)       -       (.1)           -       -           -           -      -           -
Unrealized holding gains on
  securities. . . . . . . .      .3        -        .3            -       -           -           -      -           -
                            -------   ------   -------      -------   -----     -------     -------   ----     -------

Other comprehensive
  income (loss) . . . . . . $(402.1)  $(43.5)  $(358.6)     $(225.3)  $(2.5)    $(222.8)    $(148.0)  $2.5     $(150.5)
                            =======   ======   =======      =======   =====     =======     =======   ====     =======
</TABLE>

     Accumulated balances of other comprehensive income (loss), net of
     applicable income taxes:

<TABLE>
<CAPTION>


                                                              December  31
                                                         -----------------------
(Millions  of  dollars)                                     2001         2000
--------------------------------------------------------------------------------
<s>                                                      <c>           <c>
Unrealized translation adjustment. . . . . . . . . . .   $(1,580.2)    $(1,323.5)
Minimum pension liability adjustment . . . . . . . . .      (116.2)        (14.1)
Deferred losses on cash flow hedges. . . . . . . . . .         (.1)            -
Unrealized holding gains on securities . . . . . . . .          .3             -
                                                         ---------     ---------

Accumulated other comprehensive income (loss). . . . .   $(1,696.2)    $(1,337.6)
                                                         =========     =========
</TABLE>

<PAGE>

NOTE  11.  ACQUISITIONS  AND  DISPOSITIONS  OF  BUSINESSES

ACQUISITIONS

     On  January 31, 2001, the Corporation acquired Linostar S.p.A., a leading
Italian-based  diaper  manufacturer  that  produces and markets Lines, Italy's
second  largest  diaper brand.  The Corporation accounted for this acquisition
using  the  purchase  method  which resulted in recognizing goodwill and other
intangible  assets  of  $28  million.

     The  Corporation  purchased an additional 5 percent ownership interest in
KCA  for  A$77.5 million (approximately $39 million), increasing its ownership
interest  to  55  percent.    This  acquisition  is  part of the Corporation's
strategy  to  expand  its  three  business  segments  within  Australia.   The
acquisition  of  the  additional  5  percent  ownership  of  KCA  resulted  in
recognizing  goodwill  of $32 million reflecting the Corporation's expectation
of  continued  growth  and  profitability of KCA.  Effective July 1, 2001, the
Corporation  began  consolidating  KCA's net sales and operating results.  The
Corporation  and  its  joint  venture  partner,  Amcor Limited, also exchanged
options  for  the  purchase  by  the  Corporation  of the remaining 45 percent
ownership interest for A$697.5 million (approximately $355 million) within the
next  four  years.

     In  February  2000, the Corporation completed the acquisition of Safeskin
through the exchange of approximately 10.7 million shares of the Corporation's
common  stock  for  all  the outstanding shares of Safeskin.  The value of the
exchange  of  stock  plus  related  acquisition  costs  was approximately $750
million.    In  June  2000,  the  Corporation completed the acquisition of S-K
Corporation  ("S-K") in Taiwan.  These acquisitions were recorded as purchases
and  resulted  in  recognizing  goodwill and other intangible assets of $791.1
million.

     In  June  1999,  the  Corporation  acquired  the  European  consumer  and
away-from-home  tissue  businesses of Attisholz Holding AG for $365 million in
cash.  In September 1999, the Corporation completed the acquisition of Ballard
through the exchange of approximately 13.8 million shares of the Corporation's
common  stock  for  all  the  outstanding  shares of Ballard. The value of the
exchange  of  stock  plus  related  acquisition  costs  was approximately $788
million.   These two acquisitions were both recorded as purchases and resulted
in  recognizing  goodwill  and  other  intangible  assets  of  $704  million.

     The costs of other acquisitions relating primarily to increased ownership
and  expansion  in  Asia  and  Latin America in 2001, 2000 and 1999 were $78.8
million,  $175.5  million  and  $44.8  million, respectively.  The Corporation
recognized  goodwill  on these other acquisitions of consolidated subsidiaries
of  $38.1  million  in 2001, $130.0 million in 2000 and $41.4 million in 1999.

<PAGE>

NOTE  11.  (Continued)

DISPOSITIONS

     In  1999, the Corporation closed its integrated pulp operation in Mobile,
Ala.,  and sold the associated timberlands.  Closure of the pulp mill resulted
in  the  elimination  of  approximately 450 jobs, and severance costs of $18.0
million.    Approximately 460 thousand acres of the timberlands were sold to a
non-affiliated  buyer, Joshua Timberlands LLC ("Joshua"), for notes receivable
having  a  face  value  of  $397  million  (and a fair value of $383 million).
Section  453  of  the Internal Revenue Code applies to the sale of timberlands
and  permits election of the installment method for income tax purposes, which
the  Corporation elected.  The transaction also met the criteria for immediate
profit recognition under generally accepted accounting principles.  The Joshua
notes,  which were recorded at their fair value of approximately $383 million,
bear  interest initially at floating rates based on LIBOR less 15 basis points
and  are  backed  by  irrevocable  standby letters of credit issued by a major
money-center bank, are due September 30, 2009 and are extendable in additional
five-year  increments  up  to  September  30,  2029, at the option of the note
holder.    Additional acres of such timberland and related equipment were sold
to  other  buyers  prior  to  September 30, 1999 for $66 million in cash.  The
closure  of  the  pulp  mill combined with the sale of the related timberlands
resulted  in  a  pretax  gain  of  $153.3 million, which was recorded in other
(income)  expense, net.  The after-tax effect of the transaction was a gain of
$95.7  million,  or  $.18  per  share.

     Because  the  Corporation  desired  to monetize the $397 million of notes
receivable  and continue the deferral of current income taxes on the gains, in
1999  the  Corporation  transferred  the  Joshua  notes  to  a  non-controlled
financing  entity.    The  Corporation  has  minority  voting interests in the
financing  entity  and accounts for its minority ownership interests using the
equity  method  of  accounting.    The transfer of the notes and certain other
assets  to the financing entity were made at fair value, were accounted for as
asset  sales  and  resulted  in  no  gain  or  loss  to  the  Corporation.

<PAGE>

NOTE  12.  CONTINGENCIES  AND  LEGAL  MATTERS

LITIGATION

     The  following is a brief description of certain legal and administrative
proceedings  to  which  the  Corporation  or its subsidiaries is a party or to
which  the  Corporation's  or  its  subsidiaries'  properties are subject.  In
management's  opinion,  none  of  the  legal  and  administrative  proceedings
described  below,  individually  or  in  the  aggregate, is expected to have a
material  adverse effect on the Corporation's business, financial condition or
results  of  operations.

     Approximately 300 product liability lawsuits seeking monetary damages, in
most  cases  of an unspecified amount, are pending in federal and state courts
against  Safeskin.    Safeskin  is  typically  one  of  several defendants who
manufacture  or  sell  natural  rubber  latex  gloves.  These  lawsuits allege
injuries  ranging  from  dermatitis to severe allergic reactions caused by the
residual chemicals or latex proteins in gloves worn by health care workers and
other  individuals  while  performing their duties.  Safeskin has referred the
defense  of  these  lawsuits  to  its  insurance  carriers.

     In  1999,  prior  to  the  acquisition  of  Safeskin  by the Corporation,
numerous  lawsuits  (collectively  the "Securities Actions") were filed in the
U.S.  District  Court for the Southern District of California against Safeskin
and  certain  of  its  officers  and directors alleging violations of Sections
10(b)  and  20(a)  of  the Securities and Exchange Act of 1934, and Rule 10b-5
promulgated  thereunder.  The Securities Actions were brought by plaintiffs in
their  individual  capacity  and on behalf of a purported class of persons who
purchased  or  otherwise  acquired  Safeskin publicly traded securities during
various  periods occurring prior to the Corporation's acquisition of Safeskin.
The  suits  allege  that  plaintiffs  purchased  Safeskin securities at prices
artificially  inflated  by  defendants'  misrepresentations  and  omissions
concerning  Safeskin's  financial  condition  and  prospects  and  seek  an
unspecified  amount  of  damages. Defendants' motion to dismiss was denied.  A
plaintiffs'  class  has  been  certified  consisting  of  those  who purchased
Safeskin  common stock and options during the period of February 18, 1998
through March  11,  1999. Discovery  is continuing and the Corporation continues
to contest  liability  in  this  matter.

     In  addition,  a  shareholder  derivative  action  has been filed against
certain  of  Safeskin's directors, and Safeskin as a nominal defendant, in the
Supreme  Court  of  the State of California, San Diego County (the "Derivative
Action").    The  Derivative Action alleges breach of fiduciary duty, waste of
corporate  assets  and  gross  negligence  in connection with Safeskin's stock
repurchase  program  and seeks an unspecified amount of damages. The court has
continued  discovery  in  the  Derivative  Action  so that it can be completed
following  the  resolution  of  the  Securities  Actions.

     On  April  14,  2000,  a  complaint was filed against the Corporation and
others  in  the  State  of  Maine  Superior  Court.   Eighteen plaintiffs seek
compensation  for  injuries allegedly caused by exposure to substances emitted
by  the  defendants'  mills,  including  two  mills  formerly  owned  by  the
Corporation, and from the Central Maine Disposal Landfill in Fairfield, Maine.
The  Corporation  is  contesting  the  claims  asserted  by  the  plaintiffs.

     Since  1998,  the  Corporation  has  been involved in a series of complex
legal  disputes  between  the  Corporation and Mobile Energy Services Company,
L.L.C. and related parties ("MESC").  These disputes arose from the closure of
the  Corporation's  Mobile  pulp  mill.  MESC owns a cogeneration complex that
provides  energy  services  to  the  Corporation's  Mobile  mill.

<PAGE>

NOTE  12.  (Continued)

     In  1998,  the Corporation decided to close its Mobile pulp mill and gave
notice  to  MESC  of  its  intent  to  terminate  a  long-term energy services
agreement.    In January 1999, MESC filed for Chapter 11 bankruptcy protection
and  brought  an  adversary  proceeding  in the United States Bankruptcy Court
against  the  Corporation  claiming  unspecified damages arising from the mill
closure  and  termination  of  the  energy  services  agreement.

     In  March  2001,  an  arbitration ruling was issued.  In that ruling, the
arbitrator  rejected  MESC's  claims  related to the pulp mill closure finding
that  the  Corporation  had affected a proper pulp mill closure.  However, the
arbitrator  also ruled that the operation of certain assets by the Corporation
after  the  pulp mill closure permitted MESC to reinstate the pulp mill energy
services  agreement.  This reinstatement became subject to binding arbitration
brought by MESC in April 2001.  A ruling issued in this arbitration on January
31,  2002  resulted  in  the  Corporation  recording  a  pre-tax  charge  of
approximately  $27  million  in  its  2001  earnings.

     In  addition, MESC submitted binding arbitration claims for reimbursement
by  the  Corporation  of certain capital and energy costs incurred by MESC.  A
ruling  issued  in  this  arbitration  on  January  21,  2002  resulted in the
Corporation  recording  a pre-tax charge of approximately $17 million in its
2001  earnings.

     Of  the  numerous  allegations  made  against the Corporation in the 1999
adversary  proceeding,  only  fraudulent transfer claims remain pending before
the  Bankruptcy  Court.  In addition, MESC subsequently filed three additional
adversary  proceedings  against the Corporation.  The Corporation continues to
contest  vigorously  MESC's  various  claims  in  Bankruptcy  Court.

     As  of  December  31,  2001, the Corporation, along with approximately 80
other  non-affiliated  companies, was a party to approximately 142 lawsuits in
Florida,  Georgia,  Mississippi,  Texas,  Pennsylvania, Missouri, Illinois and
California  state  courts  with  allegations of personal injury resulting from
asbestos  exposure  on  the  defendants'  premises  and  allegations  that the
defendants  manufactured,  sold, distributed or installed products which cause
asbestos-related  lung  disease.  No specific product ever manufactured by the
Corporation  has  been  identified  by  the  plaintiffs  as  having  caused or
contributed  to any asbestos-related lung disease.  The Corporation has denied
the  allegations  and raised numerous defenses in all of these asbestos cases.
All asbestos claims have been tendered to the Corporation's insurance carriers
for  defense  and  indemnity.

CONTINGENCY

     One  of the Corporation's North American tissue mills has an agreement to
provide  its  local  utility  company a specified amount of electric power per
year  for  the  next  17 years.  In the event that the mill was shut down, the
Corporation  would  be  required  to  continue to operate the power generation
facility  on  behalf of its owner, the local utility company.  The net present
value  of  the  cost  to  fulfill  this  agreement  as of December 31, 2001 is
estimated  to be approximately $85 million.  However, management considers the
probability  of  closure  of  this  mill  to  be  remote.

ENVIRONMENTAL  MATTERS

     The  Corporation has been named a potentially responsible party under the
provisions  of  the federal Comprehensive Environmental Response, Compensation
and  Liability  Act, or analogous state statute, at a number of waste disposal
sites,  none  of  which,  individually  or  in  the aggregate, in management's
opinion,  is  likely  to  have  a material adverse effect on the Corporation's
business,  financial  condition  or  results  of  operations.

<PAGE>

NOTE  13.  UNAUDITED  QUARTERLY  DATA

<TABLE>
<CAPTION>

                                                  2001                                       2000
(Millions  of  dollars,        -------------------------------------------------------------------------------------
except  per  share  amounts)    FOURTH(A)  THIRD(B)  SECOND(C)  FIRST(D)    Fourth(e)  Third(f)  Second(g)  First(h)
--------------------------------------------------------------------------------------------------------------------
<s>                            <c>        <c>       <c>        <c>         <c>        <c>       <c>        <c>
Net sales. . . . . . . . . .   $3,671.8   $3,710.0  $3,534.2   $3,608.4    $3,600.8   $3,529.5  $3,464.5   $3,387.2
Gross profit . . . . . . . .    1,472.8    1,548.2   1,430.5    1,457.4     1,483.4    1,431.4   1,432.4    1,406.3
Operating profit . . . . . .      487.4      629.1     590.6      631.1       674.7      642.1     638.3      678.7
Net income                        341.7      419.4     415.4      433.4       455.7      440.4     434.3      470.2
  Per share basis:
    Basic. . . . . . . . . .        .65        .79       .78        .81         .85        .82       .80        .86
    Diluted. . . . . . . . .        .65        .79       .78        .81         .85        .81       .79        .86
Cash dividends declared
  per share. . . . . . . . .        .28        .28       .28        .28         .27        .27       .27        .27
Market price per share:
  High . . . . . . . . . . .      62.22      65.10     68.69      72.19       73.25      61.81     62.94      68.13
  Low. . . . . . . . . . . .      52.06      53.30     55.15      60.50       53.63      49.94     53.00      42.00
  Close. . . . . . . . . . .      59.80      62.00     55.90      67.83       70.69      55.81     57.56      56.06
<FN>

(a)  Included in the fourth quarter 2001 are the following unusual items:
</TABLE>

<TABLE>
<CAPTION>

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  North American mill closing and other write-offs . . . .    $50.1     $ 52.6     $32.6
  Latin American asset plan. . . . . . . . . . . . . . . .     32.3       32.5      19.8
  Business improvement programs. . . . . . . . . . . . . .      6.7        6.7       2.7
  Business integration and other costs . . . . . . . . . .      1.8        9.7       6.6
  Arbitration settlements. . . . . . . . . . . . . . . . .        -       43.2      26.9
                                                              -----     ------     -----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $90.9     $144.7     $88.6      $.17     $.17
                                                              =====     ======     =====      ====     ====
</TABLE>



<TABLE>
<CAPTION>

(b)  Included  in  the  third  quarter  2001  are  the  following  unusual  items:

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $6.3      $ 6.5      $4.3
  Business integration and other costs . . . . . . . . . .      .7        5.1       2.6
                                                              ----      -----      ----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $7.0      $11.6      $6.9       $.02     $.01
                                                              ====      =====      ====       ====     ====
</TABLE>



<TABLE>
<CAPTION>

(c)  Included  in  the  second  quarter  2001  are  the  following  unusual  items:

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $20.5     $21.1      $13.6
  Business integration and other costs . . . . . . . . . .      1.7       7.4        5.7
                                                              -----     -----      -----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $22.2     $28.5      $19.3      $.04     $.03
                                                              =====     =====      =====      ====     ====
 </TABLE>



<PAGE>

NOTE  13.  (Continued)

<TABLE>
<CAPTION>

(d)  Included  in  the  first  quarter  2001  are  the  following  unusual  items:

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $21.2     $21.2      $13.2
  Business integration and other costs . . . . . . . . . .       .4       6.9        4.3
                                                              -----     -----      -----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $21.6     $28.1      $17.5      $.04     $.03
                                                              =====     =====      =====      ====     ====
</TABLE>

<TABLE>
<CAPTION>

(e)  Included  in  the  fourth  quarter  2000  are  the  following  unusual  items:

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $5.8      $ 5.8       $ 4.0
  Business integration and other costs . . . . . . . . . .     1.2        9.6         7.0
  Litigation settlements . . . . . . . . . . . . . . . . .       -         .6          .3
                                                              ----      -----       -----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $7.0      $16.0       $11.3     $.03     $.02
                                                              ====      =====       =====     ====     ====
</TABLE>



<TABLE>
<CAPTION>

(f)  Included  in  the  third  quarter  2000  are  the  following  unusual  items:


                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $4.1      $ 5.5       $ 3.6
  Business integration and other costs . . . . . . . . . .      .2        5.7         3.5
  Litigation settlements . . . . . . . . . . . . . . . . .       -       14.6         9.0
                                                              ----      -----       -----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $4.3      $25.8       $16.1     $.03     $.03
                                                              ====      =====       =====     ====     ====
</TABLE>


<TABLE>
<CAPTION>

(g)  Included  in  the  second  quarter  2000  are  the  following  unusual  items:

                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $4.2      $ 5.6      $3.8
  Business integration and other costs . . . . . . . . . .      .5        5.6       3.5
                                                              ----      -----      ----

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $4.7      $11.2      $7.3       $.01     $.02
                                                              ====      =====      ====       ====     ====

</TABLE>



<TABLE>
<CAPTION>

(h)  Included  in  the  first  quarter  2000  are  the  following  unusual  items:


                                                                                           Net Income per Share
                                                                                           --------------------
                                                             Gross    Operating    Net
  (Millions  of  dollars,  except  per  share  amounts)      Profit     Profit     Income     Basic    Diluted
  -------------------------------------------------------------------------------------------------------------
  <s>                                                         <c>       <c>        <c>        <c>      <c>
  Business improvement programs. . . . . . . . . . . . . .    $ 6.1     $  7.5     $  5.0
  Business integration and other costs . . . . . . . . . .      8.2       14.2        9.0
  Patent settlement and accrued liability reversal . . . .        -      (75.8)     (46.5)
                                                              -----     ------     ------

    Total. . . . . . . . . . . . . . . . . . . . . . . . .    $14.3     $(54.1)    $(32.5)    $(.06)   $(.06)
                                                              =====     ======     ======     =====    =====
</TABLE>

<PAGE>

NOTE  14.  SUPPLEMENTAL  DATA  (Millions  of  dollars)

SUPPLEMENTAL  BALANCE  SHEET  DATA

<TABLE>
<CAPTION>

                                                                                                    December  31
                                                                                                -------------------
Summary  of  Accounts Receivable                                                                  2001       2000
-------------------------------------------------------------------------------------------------------------------
<s>                                                                                             <c>        <c>
Accounts Receivable:
  From customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,543.9   $1,683.9
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     198.3      198.8
  Less allowance for doubtful accounts and sales discounts . . . . . . . . . . . . . . . . . .     (69.8)     (73.1)
                                                                                                --------   --------

      Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,672.4   $1,809.6
                                                                                                ========   ========
</TABLE>

     Accounts  receivable  are carried at amounts that approximate fair value.

<TABLE>
<CAPTION>

                                                                                                    December  31
                                                                                                -------------------
Summary  of  Inventories                                                                          2001       2000
-------------------------------------------------------------------------------------------------------------------
<s>                                                                                             <c>        <c>
Inventories by Major Class:
  At the lower of cost on the FIFO method, weighted-average cost
    method or market:
    Raw materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  366.1   $  387.2
    Work in process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     179.5      159.1
    Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     898.4      840.1
    Supplies and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     217.5      220.0
                                                                                                --------   --------
                                                                                                 1,661.5    1,606.4

  Excess of FIFO cost over LIFO cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (167.4)    (216.0)
                                                                                                --------   --------

      Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,494.1   $1,390.4
                                                                                                ========   ========
</TABLE>

     FIFO  value  of  total  inventories valued on the LIFO method were $715.2
million  and  $660.1  million  at  December  31,  2001  and December 31, 2000,
respectively.

<TABLE>
<CAPTION>

                                                                                                    December  31
                                                                                                -------------------
Summary  of  Accrued Expenses                                                                     2001       2000
-------------------------------------------------------------------------------------------------------------------
<s>                                                                                             <c>        <c>
Accrued advertising and promotion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  213.7   $  214.1
Accrued salaries and wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     351.2      428.7
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     660.4      597.0
                                                                                                --------   --------

    Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,225.3   $1,239.8
                                                                                                ========   ========
</TABLE>

<PAGE>

NOTE  14.  (Continued)

<TABLE>
<CAPTION>


Summary of Accrued Consumer Coupon Redemption Costs                                               2001       2000
------------------------------------------------------------------------------------------------------------------
<s>                                                                                             <c>        <c>
Balance, January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  54.0    $  58.7
Additions charged to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    149.4      158.8
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (152.6)    (136.1)
Changes in estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (19.1)     (26.6)
Currency rate changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (.5)       (.8)
                                                                                                -------    -------

Balance, December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  31.2    $  54.0
                                                                                                =======    =======
</TABLE>

SUPPLEMENTAL  CASH  FLOW  STATEMENT  DATA

<TABLE>
<CAPTION>



Summary of Cash Flow Effects of (Increase) Decrease in                      Year Ended December 31
                                                                         ---------------------------
Operating Working Capital(a)                                               2001      2000      1999
----------------------------------------------------------------------------------------------------
<s>                                                                      <c>       <c>       <c>
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . .   $ 202.5   $ (88.8)  $ (10.3)
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (37.7)    (49.0)    111.2
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .      (6.9)     10.4      28.0
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . .    (162.9)     26.5      41.1
Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9.2      (4.4)    (98.4)
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .     (81.3)   (116.3)   (147.3)
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . .    (125.4)    (77.4)     34.9
Currency rate changes. . . . . . . . . . . . . . . . . . . . . . . . .     (30.1)    (39.3)    (20.7)
                                                                         -------   -------   -------

Increase in operating working capital. . . . . . . . . . . . . . . . .   $(232.6)  $(338.3)  $ (61.5)
                                                                         =======   =======   =======
<FN>

(a)  Excludes the effects of acquisitions and dispositions.
</TABLE>

<TABLE>
<CAPTION>

                                                                            Year Ended December 31
                                                                         ---------------------------
Other Cash Flow Data                                                       2001      2000      1999
----------------------------------------------------------------------------------------------------
<s>                                                                      <c>       <c>       <c>
Reconciliation of changes in cash and cash equivalents:
  Balance, January 1 . . . . . . . . . . . . . . . . . . . . . . . . .   $ 206.5   $ 322.8   $ 144.0
  Increase (Decrease). . . . . . . . . . . . . . . . . . . . . . . . .     198.7    (116.3)    178.8
                                                                         -------    -------   ------

  Balance, December 31 . . . . . . . . . . . . . . . . . . . . . . . .   $ 405.2   $ 206.5   $ 322.8
                                                                         =======   =======   =======

Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 230.8   $ 233.1   $ 227.1
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . .     719.2     783.2     557.8
Decrease in cash and cash equivalents due to
  currency rate changes. . . . . . . . . . . . . . . . . . . . . . . .      24.9      11.4        .1
</TABLE>

<TABLE>
<CAPTION>

                                                                            Year Ended December 31
                                                                         ---------------------------
Interest Expense                                                           2001      2000      1999
----------------------------------------------------------------------------------------------------
<s>                                                                      <c>       <c>       <c>
Gross interest cost . . . . . . . . . . . . . . . . . . . . . . . . . .  $211.2    $242.7    $226.0
Capitalized interest on major construction projects . . . . . . . . . .   (19.6)    (20.9)    (12.9)
                                                                         ------    ------    ------

Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $191.6    $221.8    $213.1
                                                                         ======    ======    ======
</TABLE>

<PAGE>


NOTE  15.  BUSINESS  SEGMENT  AND  GEOGRAPHIC  DATA  INFORMATION

     As  a  result  of  organizational changes announced in November 2001, the
Corporation  redefined  its business segments.  The newly defined segments are
Personal  Care,  Consumer  Tissue  and  Business-to-Business.

     Historical  information has been reclassified for comparative purposes to
be  consistent with the new business segment definitions.  Sales and operating
profit  of K-C Professional and Neenah Paper have been removed from the former
Tissue  segment and are included in the new Business-to-Business segment along
with  the  Corporation's Health Care, Nonwovens and Technical Paper operations
that  formerly constituted the Health Care and Other segment.  The now smaller
Tissue segment was renamed Consumer Tissue.  The Personal Care segment did not
change.

-    The Personal Care segment manufactures and markets disposable diapers,
     training  and  youth  pants  and  swimpants;  feminine  and  incontinence
     care products;  and  related  products.  Products in this segment are
     primarily for household  use  and  are  sold  under  a  variety  of
     well-known brand names, including  Huggies,  Pull-Ups,  Little  Swimmers,
     GoodNites, Kotex, Lightdays, Depend,  Poise  and  other  brand  names.

-    The Consumer Tissue segment manufactures and markets facial and bathroom
     tissue,  paper  towels  and  napkins for household use; wet wipes; and
     related products.    Products  in  this  segment  are  sold  under the
     Kleenex, Scott, Cottonelle,  Viva,  Andrex,  Scottex,  Page,  Huggies
     and  other brand names.

-    The Business-to-Business segment manufactures and markets facial and
     bathroom  tissue,  paper  towels,  wipers  and napkins for away-from-home
     use; health care products such as surgical gowns,  drapes,  infection
     control products,  sterilization  wraps,  disposable  face  masks  and
     exam gloves, respiratory products, and other disposable medical products;
     printing, premium business  and correspondence papers; specialty and
     technical papers; and other products.    Products  in  this  segment  are
     sold  under the Kimberly-Clark, Kleenex, Scott, Kimwipes, WypAll, Surpass,
     Safeskin, Tecnol, Ballard and other brand  names.

     In  2001, approximately 10.4% of net sales were to Wal-Mart Stores, Inc.,
primarily  in  the  Personal  Care  and Consumer Tissue businesses.  No single
customer  accounted  for  10%  or  more  of  net  sales  in  2000  and  1999.

     Information  concerning  consolidated  operations by business segment and
geographic  area,  as  well  as data for equity companies, is presented in the
tables  below  and  on  the  following  pages:

<TABLE>
<CAPTION>

CONSOLIDATED  OPERATIONS  BY  BUSINESS  SEGMENT


                                     Net Sales                       Operating Profit(a)
                          ---------------------------------     -----------------------------
(Millions of dollars)        2001       2000         1999         2001      2000      1999
---------------------------------------------------------------------------------------------
<s>                       <c>         <c>         <c>            <c>       <c>       <c>
Personal Care. . . . . .  $ 5,677.6   $ 5,437.6   $ 5,138.1      $1,042.7  $1,136.7  $1,092.8
Consumer Tissue. . . . .    5,383.5     5,061.3     4,855.0         863.7     825.1     689.2
Business-to-Business . .    3,624.8     3,678.9     3,156.6         599.4     666.0     579.2
                          ---------   ---------   ---------      --------  --------  --------
Combined . . . . . . . .   14,685.9    14,177.8    13,149.7       2,505.8   2,627.8   2,361.2
Intersegment sales . . .     (161.5)     (195.8)     (142.9)            -         -         -
Unallocated - net(b) . .          -           -           -        (167.6)      6.0      74.2
                          ---------   ---------   ---------      --------  --------  --------

    Consolidated . . . .  $14,524.4   $13,982.0   $13,006.8      $2,338.2  $2,633.8  $2,435.4
                          =========   =========   =========      ========  ========  ========
</TABLE>

<PAGE>

NOTE  15.  (Continued)

<TABLE>
<CAPTION>

                                  Assets                     Depreciation             Capital Spending
                       -------------------------------  ----------------------  --------------------------
(Millions of dollars)      2001       2000       1999    2001    2000    1999    2001      2000      1999
----------------------------------------------------------------------------------------------------------
<s>                    <c>        <c>        <c>        <c>     <c>     <c>     <c>       <c>       <c>
Personal Care. . . . . $ 3,819.5  $ 3,667.7  $ 3,234.8  $225.1  $200.9  $195.8  $  381.0  $  410.7  $260.7
Consumer
  Tissue . . . . . . .   5,064.5    4,732.4    4,191.9   259.8   239.1   243.9     419.6     500.7   312.1
Business-to-
  Business . . . . . .   4,611.3    4,624.2    3,583.7   164.2   150.5   145.5     260.4     256.3   213.1
                        --------   --------  ---------  ------  ------  ------  --------   -------  ------
Combined . . . . . . .  13,495.3   13,024.3   11,010.4   649.1   590.5   585.2   1,061.0   1,167.7   785.9
Unallocated
  assets(c). . . . . .   1,512.3    1,455.5    1,805.1     1.1     1.2     1.0      38.5       2.6      .5
                        --------   --------  ---------  ------  ------  ------  --------   -------  ------

  Consolidated . . . . $15,007.6  $14,479.8  $12,815.5  $650.2  $591.7  $586.2  $1,099.5  $1,170.3  $786.4
                       =========  =========  =========  ======  ======  ======  ========  ========  ======
<FN>
(a)  Included in Business Segment operating profit are the following unusual
     items:
</TABLE>

<TABLE>
<CAPTION>

                                                                             2001
                                                   --------------------------------------------------------
                                                   Personal   Consumer   Business-
(Millions  of  dollars)                              Care      Tissue    to-Business   Unallocated   Total
-----------------------------------------------------------------------------------------------------------
  <s>                                               <c>       <c>         <c>           <c>          <c>
  North American mill closing and other write-offs. $ 6.8     $19.0       $26.8         $   -        $ 52.6
  Latin American asset plan . . . . . . . . . . . .  23.1       9.4           -             -          32.5
  Business improvement programs . . . . . . . . . .  41.0       5.6         8.9             -          55.5
  Business integration and other costs. . . . . . .   5.9       5.2        15.7           2.3          29.1
  Arbitration settlements . . . . . . . . . . . . .     -         -           -          43.2          43.2
                                                    -----     -----       -----         -----        ------

    Total . . . . . . . . . . . . . . . . . . . . . $76.8     $39.2       $51.4         $45.5        $212.9
                                                    =====     =====       =====         =====        ======
</TABLE>

<TABLE>
<CAPTION>

                                                                             2000
                                                   --------------------------------------------------------
                                                   Personal   Consumer   Business-
(Millions  of  dollars)                              Care      Tissue    to-Business   Unallocated   Total
-----------------------------------------------------------------------------------------------------------
  <s>                                               <c>       <c>         <c>           <c>          <c>
  Business improvement programs . . . . . . . . . . $4.2      $16.9       $ 3.3         $    -       $ 24.4
  Business integration and other costs. . . . . . .  1.0        5.1        29.0              -         35.1
  Litigation settlements and other. . . . . . . . .    -          -           -          (60.6)       (60.6)
                                                    ----      -----       -----         ------       ------

    Total . . . . . . . . . . . . . . . . . . . . . $5.2      $22.0       $32.3        $ (60.6)      $ (1.1)
                                                    ====      =====       =====        =======       ======
</TABLE>


<TABLE>
<CAPTION>
                                                                             1999
                                                   ---------------------------------------------------------
                                                   Personal   Consumer   Business-
(Millions  of  dollars)                              Care      Tissue    to-Business   Unallocated   Total
------------------------------------------------------------------------------------------------------------
  <s>                                               <c>       <c>         <c>           <c>          <c>
  Business improvement programs . . . . . . . . . . $16.3     $30.3       $ 2.9         $  (1.7)     $  47.8
  Business integration and other costs. . . . . . .     -       4.5        18.1               -         22.6
  Mobile pulp mill fees and related severance . . .     -       3.8         5.2               -          9.0
  Gains on asset disposals. . . . . . . . . . . . .     -         -           -          (176.7)      (176.7)
                                                    -----     -----       -----         -------      -------

  Total . . . . . . . . . . . . . . . . . . . . . . $16.3     $38.6       $26.2         $(178.4)     $ (97.3)
                                                    =====     =====       =====         =======      =======
</TABLE>

(b)  Consists of other income (expense), net and expenses not associated with
     the business segments.

(c)  Includes investments in equity companies of $705.3 million, $798.8
     million and $863.1 million in 2001, 2000 and 1999, respectively.


<PAGE>

NOTE  15.  (Continued)

CONSOLIDATED  OPERATIONS  BY  GEOGRAPHIC  AREA

<TABLE>
<CAPTION>

                                            Net Sales                  Operating Profit(a)
                              ---------------------------------     ----------------------------
(Millions of dollars)            2001        2000        1999          2001      2000      1999
---------------------------   ------------------------------------------------------------------
<s>                           <c>         <c>         <c>           <c>       <c>       <c>
United States. . . . . . . . .$ 9,327.7   $ 9,059.4   $ 8,392.5     $1,927.5  $1,937.1  $1,821.9
Canada . . . . . . . . . . . .    938.3       990.3       843.4        156.9     211.3     105.3
Intergeographic items(b) . . .   (694.7)     (673.5)     (507.4)           -         -         -
                              ---------    --------   ---------     --------  --------  --------

North America. . . . . . . . .  9,571.3     9,376.2     8,728.5      2,084.4   2,148.4   1,927.2
Europe . . . . . . . . . . . .  2,648.4     2,474.5     2,544.7        176.2     149.7     183.3
Asia, Latin America and other.  2,864.4     2,680.5     2,084.6        245.2     329.7     250.7
                              ---------    --------   ---------     --------  --------  --------

Combined . . . . . . . . . . . 15,084.1    14,531.2    13,357.8      2,505.8   2,627.8   2,361.2
Intergeographic items. . . . .   (559.7)     (549.2)     (351.0)           -         -         -
Unallocated - net(c) . . . . .        -           -           -       (167.6)      6.0      74.2
                              ---------    --------   ---------     --------  --------  --------

  Consolidated . . . . . . . .$14,524.4   $13,982.0   $13,006.8     $2,338.2  $2,633.8  $2,435.4
                              =========   =========   =========     ========  ========  ========
</TABLE>

<TABLE>
<CAPTION>

                                                             Assets
                                              ----------------------------------
(Millions of dollars)                            2001         2000        1999
--------------------------------------------------------------------------------
<s>                                           <c>          <c>         <c>
United States. . . . . . . . . . . . . . . .  $ 7,691.4    $ 7,599.9   $ 6,363.1
Canada . . . . . . . . . . . . . . . . . . .      538.2        517.0       497.5
Intergeographic items. . . . . . . . . . . .      (70.8)       (79.4)      (79.0)
                                              ---------    ---------   ---------

North America. . . . . . . . . . . . . . . .    8,158.8      8,037.5     6,781.6
Europe . . . . . . . . . . . . . . . . . . .    2,474.6      2,447.3     2,404.1
Asia, Latin America and other. . . . . . . .    3,134.3      2,676.0     1,960.7
                                              ---------    ---------   ---------

Combined . . . . . . . . . . . . . . . . . .   13,767.7     13,160.8    11,146.4
Intergeographic items. . . . . . . . . . . .     (272.4)      (136.5)     (136.0)
Unallocated assets - net(d). . . . . . . . .    1,512.3      1,455.5     1,805.1
                                              ---------    ---------   ---------

  Consolidated . . . . . . . . . . . . . . .  $15,007.6    $14,479.8   $12,815.5
                                              =========    =========   =========
<FN>
(a)  Included in geographic operating profit are the following unusual items:
</TABLE>

<TABLE>
<CAPTION>

                                                                2001
                                  -------------------------------------------------------------------
                                                                  Asia,
                                                              Latin America
(Millions  of  dollars)              U.S.    Canada    Europe  and other      Unallocated  Total
-----------------------           -------------------------------------------------------------------
  <s>                                <c>       <c>     <c>        <c>           <c>         <c>
  North American mill closing and
    other write-offs. . . . . . . .  $ 52.6    $  -    $   -      $   -         $   -       $ 52.6
  Latin American asset plan . . . .       -       -        -       32.5             -         32.5
  Business improvement programs . .    38.9     2.6      2.5       11.5             -         55.5
  Business integration and other
    costs . . . . . . . . . . . . .    15.4       -     10.1        1.3           2.3         29.1
  Arbitration settlements . . . . .       -       -        -         -           43.2         43.2
                                     ------    ----    -----      -----         -----       ------

  Total . . . . . . . . . . . . . .  $106.9    $2.6    $12.6      $45.3         $45.5       $212.9
                                     ======    ====    =====      =====         =====       ======
</TABLE>

<PAGE>

NOTE  15.  (Continued)

<TABLE>
<CAPTION>

                                                                2000
                                  -------------------------------------------------------------------
                                                                  Asia,
                                                              Latin America
(Millions  of  dollars)              U.S.    Canada    Europe  and other      Unallocated  Total
-----------------------           -------------------------------------------------------------------
  <s>                                <c>       <c>     <c>        <c>           <c>         <c>
  Business improvement programs . . .$ 6.1     $1.1    $17.2      $   -         $     -     $ 24.4
  Business integration and other
    costs . . . . . . . . . . . . . . 28.8       .3      6.0          -               -       35.1
  Litigation settlements and other. .    -        -        -          -           (60.6)     (60.6)
                                     -----     ----    -----      -----         -------     ------

  Total . . . . . . . . . . . . . . .$34.9     $1.4    $23.2      $   -         $ (60.6)    $ (1.1)
                                     =====     ====    =====      =====         =======     ======
 </TABLE>


<TABLE>
<CAPTION>


                                                                1999
                                  -------------------------------------------------------------------
                                                                  Asia,
                                                              Latin America
(Millions  of  dollars)              U.S.    Canada    Europe  and other      Unallocated  Total
-----------------------           -------------------------------------------------------------------
  <s>                                <c>       <c>     <c>        <c>           <c>         <c>
  Business improvement programs . . .$20.5     $5.6    $31.3      $(7.9)        $  (1.7)    $  47.8
  Business integration and other
    costs . . . . . . . . . . . . . . 17.4        -      5.2          -               -        22.6
  Mobile pulp mill fees and related
    severance . . . . . . . . . . . .  9.0        -        -          -               -         9.0
  Gains on asset disposals. . . . . .    -        -        -          -          (176.7)     (176.7)
                                     -----     ----    -----      -----         -------      ------

  Total . . . . . . . . . . . . . . .$46.9     $5.6    $36.5      $(7.9)        $(178.4)    $ (97.3)
                                     =====     ====    =====      =====         =======     =======
</TABLE>

(b)  Net sales include $431.1 million, $409.2 million and $287.6 million by
     operations in Canada to the U.S. in 2001, 2000 and 1999, respectively.

(c)  Consists of other income (expense), net and expenses not associated with
     geographic areas.

(d)  Includes investments in equity companies of $705.3 million, $798.8
     million and $863.1 million in 2001, 2000 and 1999, respectively.


EQUITY  COMPANIES'  DATA  BY  GEOGRAPHIC  AREA

<TABLE>
<CAPTION>


                                                                                       Kimberly-
                                                                                        Clark's
                                                                                        Share
                                          Net         Gross      Operating    Net       of Net
(Millions of dollars)                    Sales        Profit       Profit    Income     Income
------------------------------------------------------------------------------------------------
<s>                                     <c>          <c>          <c>        <c>       <c>
For the year ended:
  December 31, 2001
    Latin America. . . . . . . . . . .  $1,872.3     $721.7       $490.3     $304.0    $140.6
    Asia, Australia and Middle East(a)     281.4      110.4         40.7       28.3      13.8
                                        --------     ------       ------     ------    ------

        Total. . . . . . . . . . . . .  $2,153.7     $832.1       $531.0     $332.3    $154.4
                                        ========     ======       ======     ======    ======

For the year ended:
  December 31, 2000
    Latin America. . . . . . . . . . .  $1,902.5     $730.2       $514.7     $339.1    $158.5
    Asia, Australia and Middle East(b)     602.1      242.1         88.9       56.9      27.9
                                        --------     ------       ------     ------    ------

        Total. . . . . . . . . . . . .  $2,504.6     $972.3       $603.6     $396.0    $186.4
                                        ========     ======       ======     ======    ======

</TABLE>

<PAGE>

NOTE  15.  (Continued)

<TABLE>
<CAPTION>

                                                                                       Kimberly-
                                                                                        Clark's
                                                                                        Share
                                          Net         Gross      Operating    Net       of Net
(Millions of dollars)                    Sales        Profit       Profit    Income     Income
------------------------------------------------------------------------------------------------
<s>                                     <c>          <c>          <c>        <c>       <c>
For the year ended:
  December 31, 1999
    Latin America . . . . . . . . . . . $1,611.6     $638.9       $477.7     $334.1    $154.0
    Asia, Australia and Middle East . .    714.0      263.1         98.6       73.4      35.6
                                        --------     ------       ------     ------    ------

        Total . . . . . . . . . . . . . $2,325.6     $902.0       $576.3     $407.5    $189.6
                                        ========     ======       ======     ======    ======
<FN>
(a)  As of July 1, 2001, the Corporation consolidated K-C Australia Pty., its
     Australian affiliate, in which the Corporation made an additional
     investment to gain majority ownership.

(b)  As of March 31, 2000, the Corporation consolidated Hogla-Kimberly Limited,
     its Israeli affiliate, in which the Corporation made an additional
     investment to gain majority ownership.
</TABLE>

<TABLE>
<CAPTION>

                                              Non-                   Non-        Stock-
                                   Current   Current   Current      Current      holders'
(Millions of dollars)              Assets    Assets   Liabilities  Liabilities   Equity
-----------------------------------------------------------------------------------------
<s>                                <c>        <c>        <c>       <c>          <c>
December 31, 2001
  Latin America. . . . . . . . . . $  892.3   $1,291.2   $551.7    $482.6       $1,149.2
  Asia and Middle East . . . . . .     25.5       29.3     21.1        .6           33.1
                                   --------   --------   ------    ------       --------

      Total. . . . . . . . . . . . $  917.8   $1,320.5   $572.8    $483.2       $1,182.3
                                   ========   ========   ======    ======       ========

December 31, 2000
  Latin America. . . . . . . . . . $  846.6   $1,172.0   $496.7    $382.7       $1,139.2
  Asia, Australia and Middle East.    163.9      270.7     92.7     151.1          190.8
                                   --------   --------   ------    ------       --------

      Total. . . . . . . . . . . . $1,010.5   $1,442.7   $589.4    $533.8       $1,330.0
                                   ========   ========   ======    =======      ========

December 31, 1999
  Latin America. . . . . . . . . . $  860.6   $1,076.4   $428.8    $400.9       $1,107.3
  Asia, Australia and Middle East.    254.0      391.7    143.3     194.1          308.3
                                   --------   --------   ------    ------       --------

      Total. . . . . . . . . . . . $1,114.6   $1,468.1   $572.1    $595.0       $1,415.6
                                   ========   ========   ======    ======       ========
</TABLE>



     Equity  companies  are  principally engaged in operations in the Personal
Care  and  Consumer  Tissue  businesses.

     Kimberly-Clark  de  Mexico, S.A. de C.V. is partially owned by the public
and  its  stock  is  publicly  traded  in  Mexico.   At December 31, 2001, the
Corporation's  investment  in  this equity company was $488.1 million, and the
estimated  fair  value  of the investment was $1.8 billion based on the market
price  of  publicly  traded  shares.

<PAGE>

INDEPENDENT  AUDITORS'  REPORT
Kimberly-Clark  Corporation  and  Subsidiaries

Kimberly-Clark  Corporation,  Its  Directors  and  Stockholders:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of
Kimberly-Clark  Corporation and Subsidiaries as of December 31, 2001 and 2000,
and  the  related  consolidated statements of income, stockholders' equity and
cash  flows for each of the three years in the period ended December 31, 2001.
These  financial  statements  are  the  responsibility  of  the  Corporation's
management.    Our  responsibility is to express an opinion on these financial
statements  based  on  our  audits.

     We  conducted  our audits in accordance with auditing standards generally
accepted  in  the  United  States of America.  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.

     In our opinion, such consolidated financial statements present fairly, in
all  material  respects,  the financial position of Kimberly-Clark Corporation
and  Subsidiaries  at  December  31,  2001  and 2000, and the results of their
operations  and  their  cash  flows  for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in  the  United  States  of  America.




/s/ Deloitte & Touche LLP
-------------------------
Deloitte  &  Touche  LLP
Dallas,  Texas
February  8,  2002

<PAGE>

MANAGEMENT'S  RESPONSIBILITY  FOR  FINANCIAL  REPORTING
Kimberly-Clark  Corporation  and  Subsidiaries

     The  management  of  Kimberly-Clark  Corporation  is  responsible  for
conducting  all  aspects  of  the  business,  including the preparation of the
consolidated  financial  statements  in  this annual report.  The consolidated
financial  statements  have  been prepared using generally accepted accounting
principles  considered  appropriate in the circumstances to present fairly the
Corporation's  consolidated financial position, results of operations and cash
flows  on  a  consistent  basis.    Management  also  has  prepared  the other
information  in  this  annual  report  and is responsible for its accuracy and
consistency  with  the  consolidated  financial  statements.

     As  can  be  expected in a complex and dynamic business environment, some
financial statement amounts are based on management's estimates and judgments.
Even  though  estimates  and  judgments  are used, measures have been taken to
provide reasonable assurance of the integrity and reliability of the financial
information  contained  in  this  annual  report.    These measures include an
effective  control-oriented  environment  in which the internal audit function
plays  an  important  role,  an Audit Committee of the board of directors that
oversees  the  financial  reporting  process,  and  independent  audits.

     One  characteristic  of  a  control-oriented  environment  is a system of
internal  control  over  financial  reporting  and over safeguarding of assets
against  unauthorized  acquisition,  use  or  disposition, designed to provide
reasonable  assurance  to  management  and  the  board  of directors regarding
preparation  of  reliable  published  financial  statements  and  such  asset
safeguarding.    The system is supported with written policies and procedures,
contains  self-monitoring  mechanisms  and  is  audited  by the internal audit
function.  Appropriate actions are taken by management to correct deficiencies
as  they  are  identified.    All  internal  control  systems  have  inherent
limitations,  including  the  possibility  of  circumvention and overriding of
controls,  and,  therefore,  can  provide  only  reasonable  assurance  as  to
financial  statement  preparation  and  such  asset  safeguarding.

     The  Corporation  also  has  adopted  a code of conduct that, among other
things,  contains  policies  for  conducting  business affairs in a lawful and
ethical  manner  everyplace  in which it does business, for avoiding potential
conflicts  of  interest  and for preserving confidentiality of information and
business ideas.  Internal controls have been implemented to provide reasonable
assurance  that  the  code  of  conduct  is  followed.

     The  consolidated  financial  statements  have  been  audited  by  the
independent  accounting  firm,  Deloitte  &  Touche llp.  During their audits,
independent  auditors  were given unrestricted access to all financial records
and  related  data,  including minutes of all meetings of stockholders and the
board  of directors  and  all  committees  of  the  board.  Management believes
that all representations  made  to  the  independent  auditors during their
audits were valid  and  appropriate.

     During  the  audits  conducted  by  both the independent auditors and the
internal  audit function, management received recommendations to strengthen or
modify  internal controls in response to developments and changes.  Management
has  adopted,  or  is in the process of adopting, all recommendations that are
cost  effective.

<PAGE>

The  Corporation  has  assessed its internal control system as of December 31,
2001,  in  relation  to criteria  for effective internal control over financial
reporting described in "Internal  Control  -  Integrated  Framework"  issued
by  the  Committee  of Sponsoring  Organizations  of  the Treadway Commission.
Based  on  this assessment,  management  believes that, as of December 31, 2001,
its system of internal control over the preparation of its published interim
and annual consolidated  financial  statements  and  over  safeguarding of
assets against unauthorized acquisition, use or disposition met those criteria.






/s/ Wayne R. Sanders         /s/ Thomas J. Falk        /s/ John W. Donehower
--------------------         ------------------        ---------------------
Wayne R. Sanders             Thomas J. Falk            John W. Donehower
Chairman of the Board and    President and             Senior Vice President and
Chief Executive Officer      Chief Operating Officer   Chief Financial Officer

February  8,  2002

<PAGE>


ADDITIONAL  INFORMATION

TRANSFER  AGENT,  REGISTRAR  AND  DIVIDEND  DISBURSING  AGENT
EquiServe  Trust  Company,  N.A. is the Transfer Agent, Registrar and Dividend
Disbursing  Agent  for  the  Company's  common  stock  and  is responsible for
maintaining  shareholder  account  records.  Inquiries  regarding  dividend
payments,  lost  certicates,  IRS  Form  1099,  changes  in  address,  name or
ownership, or information regarding Kimberly-Clark's Dividend Reinvestment and
Stock  Purchase  Plan  should  be  addressed  to:
     EquiServe  Trust  Company,  N.A.
     P.O.  Box  43010
     Providence,  RI  02940-3010
     Telephone:  800-730-4001
     Internet:  http://www.equiserve.com

DIVIDENDS  AND  DIVIDEND  REINVESTMENT  PLAN
Quarterly  dividends have been paid continually since 1935. Dividends are paid
on  or about the second day of January, April, July and October. The Automatic
Dividend Reinvestment service of EquiServe Trust Company, N.A. is available to
Kimberly-Clark  stockholders  of  record.  The  service  makes it possible for
Kimberly-Clark  stockholders  of  record to have their dividends automatically
reinvested  in  common  stock  and  to  make additional cash investments up to
$3,000  per  quarter.

STOCK  EXCHANGES
Kimberly-Clark  common  stock  is  listed  on  the
New  York,  Chicago  and  Pacic  stock  exchanges.
The  ticker  symbol  is  KMB.

ANNUAL  MEETING  OF  STOCKHOLDERS
The  Annual  Meeting  of  Stockholders  will  be  held  at the Company's World
Headquarters,  351  Phelps  Drive,  Irving,  Texas, at 11:00 a.m. on Thursday,
April  25,  2002.

INVESTOR  RELATIONS
Securities  analysts,  portfolio managers and representatives of institutional
investors  seeking  information  about  the  Company should contact Michael D.
Masseth,  Vice  President - Investor Relations, at 972-281-1478. Investors may
also  obtain information about Kimberly-Clark and copies of documents released
by  the  Company  by  calling  800-639-1352.

CALENDAR
Kimberly-Clark's  fiscal  year  ends  December  31.  The  annual  report  is
distributed  in  March.

SEC  FORM  10-K  AND  OTHER  INFORMATION/COMPANY  WEB  SITE
Stockholders  and  others  will find  the  Company's financial information,
press releases  and  other  information  on  the  Company's  Web  site  at
www.kimberly-clark.com.  There  is  a  direct  link  from  the Web site to the
Securities  and  Exchange  Commission  (SEC)  filings  via  the  EDGAR database,
including  Forms  10-K,  10-Q  and  8-K.  Stockholders may contact Stockholder
Services,  P.O.  Box  612606, Dallas, Texas 75261-2606 or call 972-281-1521 to
obtain  a  hard  copy  of  these  reports  without  charge.

EMPLOYEES  AND  STOCKHOLDERS
In  its worldwide consolidated operations, Kimberly-Clark had 64,200 employees
as  of  December 31, 2001. Equity companies had an additional 9,800 employees.
The  Corporation had 46,373 stockholders of record and 521.0 million shares of
common  stock  outstanding  as  of  the  same  date.

TRADEMARKS
The  brand  names  mentioned  in this report - Andrex, Ballard, Classic Crest,
Cottonelle,  Cottonelle  Fresh,  Depend,  Depend Plenitud, GoodNites, Huggies,
Joy,  Kimberly-Clark, Kleenex, Kotex, Lightdays, Little Swimmers, Page, Poise,
Pull-Ups,  Safeskin,  Scott,  Scottex,  Scottfold,  Surpass,  Tecnol, Viva and
WypAll  -  are  trademarks  of  Kimberly-Clark  Corporation  or  its affliates.



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