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<SEC-DOCUMENT>0000055785-02-000032.txt : 20020607
<SEC-HEADER>0000055785-02-000032.hdr.sgml : 20020607
<ACCEPTANCE-DATETIME>20020604123809
ACCESSION NUMBER:		0000055785-02-000032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020604
ITEM INFORMATION:		
FILED AS OF DATE:		20020604

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KIMBERLY CLARK CORP
		CENTRAL INDEX KEY:			0000055785
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPER MILLS [2621]
		IRS NUMBER:				390394230
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00225
		FILM NUMBER:		02669734

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 619100
		STREET 2:		DFW AIRPORT STATION
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75261-9100
		BUSINESS PHONE:		9722811200

	MAIL ADDRESS:	
		STREET 1:		351 PHELPS DRIVE
		CITY:			IRVING
		STATE:			TX
		ZIP:			75038
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k8.txt
<DESCRIPTION>8-K
<TEXT>

                                   FORM 8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                      ----------------------------------


                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                         DATE OF REPORT:  MAY 9, 2002
                       (Date of earliest event reported)


                          KIMBERLY-CLARK CORPORATION
            (Exact name of registrant as specified in its charter)


          DELAWARE                    1-225                  39-0394230

     (State or other jurisdiction   (Commission File        (IRS Employer
     of incorporation)                Number)               Identification No.)


          P.O. BOX 619100, DALLAS, TEXAS                           75261-9100
          (Address of principal executive offices)                 (Zip Code)


                                (972) 281-1200
             (Registrant's telephone number, including area code)



                      ----------------------------------

<PAGE>



Item 9. Regulation FD Disclosure
- --------------------------------

On  May  9,  2002,  Kimberly-Clark  Corporation (the "Company") filed with the
Securities  and  Exchange  Commission  a Quarterly Report on Form 10-Q for the
quarter  ending March 31, 2002. The version of the Company's Executive Officer
Achievement  Award Program (the "Program") which was attached as Exhibit 10 to
the  Quarterly  Report  was  not  the correct version of the Program which was
approved  by  the Company's stockholders at their annual meeting held on April
25,  2002.

The  correct  version  of  the  Program  is attached hereto as Exhibit 10. The
version  attached hereto as Exhibit 10 is identical to the version attached to
the  Company's  2002  Proxy  Statement  filed with the Securities and Exchange
Commission  on  March  15,  2002.




                                   SIGNATURE
                                   ---------

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  hereunto  duly  authorized.





                                      KIMBERLY-CLARK CORPORATION


Date: June 4, 2002                         By:   /s/ Randy J. Vest
                                               -------------------------

                                           Randy J. Vest
                                           Vice President and Controller

<PAGE>


                                 EXHIBIT INDEX
                                 -------------


(10)      Executive Officer Achievement Award Program, adopted April 25, 2002.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10.txt
<DESCRIPTION>EX-10
<TEXT>

                                                                     Exhibit 10
                                                                     ----------


                          KIMBERLY-CLARK CORPORATION

                  EXECUTIVE OFFICER ACHIEVEMENT AWARD PROGRAM
                     (AS ADOPTED EFFECTIVE APRIL 25, 2002)

1. PURPOSE

   This Executive Officer  Achievement Award Program ("EOAAP" or the "Plan") is
   adopted effective April 25, 2002. The purpose of EOAAP is to further unite
   the interests  of  the  stockholders of Kimberly-Clark Corporation (the
   "Company") and  its  executive  officers  through the annual payment of
   performance-based incentive  compensation  to each participating executive in
   the form of a cash award.

2. ELIGIBILITY

   Employees eligible to participate  in  EOAAP  (the "Participants") shall be
   limited to the Chief Executive Officer and other executive officers of the
   Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of
   1934 as amended from time  to  time)  as of March 30 of each calendar year
   ("performance  year") who shall receive awards  under  the  Plan  for such
   performance year. An individual who becomes an executive officer after March
   30 and on or before October 1 of a calendar year shall receive an award as
   provided  in  Section  3.

3. AWARDS

   Subject to the Compensation Committee's discretion to reduce such awards,
   each Participant  shall  be entitled to an award for each performance year
   equal to 0.3  percent  of  the  Company's  earnings before unusual items. The
   Company's independent auditors will review the Company's calculation of the
   award amount and  confirm  its  mathematical  accuracy  to  the  Compensation
   Committee.

   An individual who becomes a  Participant  after  March 30 and on or before
   October 1 of a performance year shall receive an award for that performance
   year based on the earnings before  unusual  items of the Company for each
   calendar quarter following the quarter  in which the individual becomes an
   executive officer.

4. PAYMENT OF AWARDS; COMPENSATION COMMITTEE DISCRETION TO REDUCE

   As soon as practicable after the end of each performance year, the Company's
   independent auditors shall report to the Compensation Committee the Company's
   earnings before unusual items and the Compensation Committee shall certify
   the amount of each award for that year under the provisions of this Plan.

   The Compensation Committee, in its sole discretion, based on any factors the
   Compensation Committee deems appropriate,  may  reduce  the  award  to  a
   Participant in any year (including  reduction  to zero if the Compensation
   Committee so determines). The  Compensation  Committee  shall  make  a
   determination of whether and to what extent to reduce awards under the Plan
   for each year at such time or times as the Compensation Committee shall deem
   appropriate. The reduction in the amount of an award to a Participant for a
   performance year shall have no effect on the amount of the award to any other
   Participant for such year.


   Payments of awards to Participants who are employees of subsidiaries of the
   Company shall be paid directly  by  such  subsidiaries.

   Termination of employment  for  any reason may result in a pro rata or other
   adjustment to the  amount  of the award on such basis as shall be determined
   fair and equitable  by  the  Compensation  Committee.

   Notwithstanding any provision  of  EOAAP,  no  award shall be  paid  to  a
   Participant who, in any calendar  year,  has  discharged  his  principal
   accountabilities in a manner deemed  unacceptable  by  the Chief Executive
   Officer. Participants under the EOAAP will be ineligible for awards relating
   to the same calendar quarter under the Company's Management Achievement Award
   Program.

   Awards shall be paid in  cash  as  of  a  date  or dates determined by the
   Compensation  Committee or, if the  Compensation  Committee  makes  no
   determination, as soon as practicable after the amount of the award has been
   determined.

   Prior to becoming entitled  to receive an award, a Participant may elect to
   defer the receipt thereof to some future date or dates. Except as otherwise
   provided under the Company's Deferred Compensation Plan, deferred EOAAP
   awards shall  not  bear  interest.

5. GENERAL PROVISIONS

   The Plan shall be administered by the Compensation Committee. The
   Compensation Committee, in its sole discretion, shall have the power to
   interpret and construe the Plan; provided, however, that no such action or
   determination may increase  the  amount of compensation payable that would
   otherwise be due in a manner  that  would  result  in the disallowance of a
   deduction to the Company under  Section 162(m) of the Code or any successor
   section. Any interpretation or  construction  of  any provisions of the Plan
   by the Compensation Committee shall be final and conclusive upon all persons.
   No member of the Board or the Compensation Committee shall be liable for any
   action or determination made in good faith.

   "Compensation Committee" means  the  Compensation  Committee of the Board of
   Directors of the Company, provided that if the requisite number of members
   of the Compensation Committee are not Disinterested Persons, the Plan shall
   be administered by a committee, all of whom are Disinterested Persons,
   appointed by the Board and consisting of two or more directors with full
   authority to act in the matter.

   Except as provided in this Plan, no right of any Participant shall be subject
   in any manner to anticipation, alienation, sale, transfer, assignment,
   pledge, encumbrance,  charge, attachment, garnishment, execution, levy,
   bankruptcy, or any  other disposition of any kind, whether voluntary or
   involuntary, prior to actual  payment  of  an award. No Participant, or any
   other person, shall have any  interest  in any fund, or in any specific asset
   or assets of the Company, by reason of an award that has been made but has
   not been paid or distributed.

   Nothing contained in the EOAAP shall be construed as a contract of employment
   or as a right of  any Participant to be continued in the employment of the
   Company, or as a limitation  on  the right of the Company to discharge any
   Participant  with  or  without  cause.


   The Compensation Committee may at any time amend, suspend, or discontinue the
   Plan or alter or  amend  any or all awards under the Plan to the extent (1)
   permitted by law and (2) that such action would not result in the
   disallowance of  a  deduction  to  the  Company  under  Section  162(m)  of
   the Code or any successor  section  (including  the  rules  and  regulations
   promulgated thereunder);  provided,  however,  that  if  any of the foregoing
   requires the approval  by stockholders of any such amendment, suspension or
   discontinuance, then the Compensation Committee may take such action subject
   to the approval of  the  stockholders. No such amendment, suspension, or
   discontinuance of the Plan  shall, without the consent of the Participant,
   adversely alter or change any  of  the  rights  or  obligations  under any
   awards previously granted the Participant.  In the case of a Participant
   employed outside the United States, the  Compensation Committee may vary the
   provisions of the Plan as it may deem appropriate to conform to local  laws,
   practices and procedures. Further, unless  the  stockholders of the Company
   shall have first approved thereof, no amendments  shall be made which shall
   increase the maximum amount of any award above the amount determined by the
   formula described in Section 3 in any year.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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