<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>ex1.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
                                                                     Exhibit 1.1
                           Kimberly-Clark Corporation

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


                                 Debt Securities

               Underwriting Agreement General Terms and Conditions

                  Kimberly-Clark Corporation, a Delaware corporation (the
         "Company"), proposes to issue and sell from time to time certain of its
         debt securities (the "Securities") registered under the Securities Act
         of 1933, as amended (the "Act"), as set forth in Section 2. The
         Securities are to be issued in one or more series under one or more
         indentures between the Company and such banking institutions, as
         trustees, as, in the case of any such indenture or any such trustee, is
         designated in Schedule II to the Underwriting Agreement (as defined
         below) relating to any such series (each indenture and trustee so
         designated with respect to any such series being hereinafter referred
         to as the "Indenture" and the "Trustee", respectively).

                  From time to time, the Company may enter into one or more
         underwriting agreements that provide for the sale of the Securities
         specified in Schedule II to such underwriting agreement to the
         underwriter or several underwriters named to Schedule I to such
         underwriting agreement (the "Underwriters"). The general terms and
         conditions set forth herein may be incorporated by reference in any
         such underwriting agreement (an "Underwriting Agreement"). The
         Underwriting Agreement, including the provisions incorporated therein
         by reference, is herein referred to as this Agreement.

                  1. The Company proposes to issue and sell the Securities in
         one or more series, which series may vary as to their terms (including,
         but not limited to, interest rate, maturity, any redemption provisions
         and any sinking fund requirements), all of such terms for any
         particular series being determined at the time of sale. All or a
         portion of particular series of the Securities will be purchased by the
         Underwriters for resale upon terms of offering determined at the time
         of sale. The Securities so to be purchased in any such offering are
         hereinafter referred to as the "Designated Securities", and any firm or
         firms named in Schedule I-A to this Agreement as acting as
         representatives of such Underwriters are hereinafter referred to as the
         "Representatives". If the firm or firms named in Schedule I-A to this
         Agreement include only the firm or firms named in Schedule I hereto,
         the terms "Underwriters" and "Representatives" shall each be deemed to
         refer to such firm or firms. The term "Underwriters' Securities" means
         Designated Securities other than Contract Securities. The term
         "Contract Securities" means Designated Securities, if any, to be
         purchased pursuant to Delayed Contracts (as defined in Section 3
         hereof) below.

                  The obligations of the Underwriters under this Agreement are
         several and not joint.

                  2. The Company represents and warrants to, and agrees with,
         each of the Underwriters that:

                           (a) A registration statement in respect of the
                  Securities has been filed with the Securities and Exchange
                  Commission (the "Commission") and has become effective under
                  the Act, in the form heretofore delivered or hereafter to be
                  delivered to the Representatives and, excluding exhibits to
                  such registration statement, but including all documents
                  incorporated by reference therein on or prior to the date of
                  this Agreement, to the Representatives for each of the other
                  Underwriters; such registration statement, including all
                  exhibits thereto but excluding Form T-1, and the prospectus
                  included in such registration statement, each as amended at
                  the date of this Agreement, being hereinafter called the
                  "Registration Statement" and the "Basic Prospectus",
                  respectively. As used in this Agreement, "Prospectus" means
                  the Basic Prospectus together with the prospectus supplement
                  specifically relating to the Designated Securities in the
                  definitive form filed or to be filed pursuant to Rule 424
                  under the Act; and "Preliminary Prospectus" means the Basic
                  Prospectus together with a preliminary prospectus supplement
                  specifically relating to the Designated Securities. Any
                  reference herein to the Basic Prospectus, and Preliminary
                  Prospectus or the Prospectus shall be deemed to refer to and
                  include the documents or portions thereof incorporated by
                  reference therein pursuant to the applicable form under the
                  Act; and any reference to any amendment or supplement to the
                  Basic Prospectus, any Preliminary Prospectus or the Prospectus
                  shall be deemed to refer to and include any documents or
                  portions thereof filed after the date of this Agreement under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), and so incorporated by reference; and

                           (b) The Registration Statement and the Prospectus
                  conform, and any further amendments or supplements thereto,
                  when they become effective or are filed with the Commission,
                  will conform, in all material respects to the requirements of
                  the Act and the Trust Indenture Act of 1939 (the "Trust
                  Indenture Act") and the rules and regulations adopted by the
                  Commission, the Registration Statement and the Basic
                  Prospectus, on the effective date of the Registration
                  Statement, did not contain any untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and the Prospectus does not, and any amendments or
                  supplements thereto, when they become effective or are filed
                  with the Commission, will not, contain any untrue statement of
                  a material fact or omit to state a material fact necessary in
                  order to make the statements therein, in light of the
                  circumstances under which they were made, not misleading;
                  provided, however, that the representations and warranties
                  contained in this paragraph (b) shall not apply to any
                  statements or omissions made in reliance upon and in
                  conformity with information furnished in writing to the
                  Company by any Underwriter through the Representatives
                  expressly for use therein.

                  3. Upon authorization by the Representatives of the release of
         the Underwriters' Securities, the several Underwriters propose to offer
         the Underwriters' Securities for sale upon the terms and conditions set
         forth in the Prospectus.

                  The Company may specify in Schedule II to this Agreement that
         the Underwriters are authorized to solicit offers to purchase
         Designated Securities, in the maximum aggregate principal amount
         specified in such Schedule II, from the Company pursuant to delayed
         delivery contracts (herein called "Delayed Delivery Contracts"),
         substantially in the form of Annex I attached hereto but with such
         changes therein as the Representatives and the Company may authorize or
         approve. If so specified, the Underwriters will endeavor to make such
         arrangements, and as compensation therefor the Company will pay to the
         Representatives, for the accounts of the Underwriters, at the Time of
         Delivery (as defined in Section 4 hereof), a commission in the amount
         set forth in such Schedule II. Delayed Delivery Contracts, if any, are
         to be with institutional investors of the types approved by the Company
         and set forth in the Prospectus and subject to other conditions therein
         set forth. The Underwriters will not have any responsibility in respect
         of the validity or performance of any Delayed Delivery Contracts.

                  The principal amount of Contract Securities to be deducted
         from the principal amount of Designated Securities to be purchased by
         each Underwriter as set forth in Schedule I to this Agreement shall be,
         in each case, the principal amount of Contract Securities which the
         Company has been advised by the Representatives has been attributed to
         such Underwriter, provided that, if the Company has not been so
         advised, the amount of Contract Securities to be so deducted shall be,
         in each case, that proportion of Contract Securities which the
         principal amount of Designated Securities to be purchased by such
         Underwriter under this Agreement bears to the total principal amount of
         the Designated Securities (rounded as the Representatives may determine
         to the nearest $1,000 principal amount). The total principal amount of
         Underwriters' Securities to be purchased by all the Underwriters
         pursuant to this Agreement shall be the total principal amount of
         Designated Securities set forth in Schedule I to this Agreement less
         the principal amount of the Contract Securities. The Company will
         deliver to the Representatives not later than 3:30 p.m., New York time,
         on the third business day preceding the Time of Delivery (or such other
         time and date as the Representatives and the Company may agree upon in
         writing) a written notice setting forth the principal amount of
         Contract Securities.

                  4. Underwriters' Securities to be purchased by each
         Underwriter pursuant to this Agreement, in definitive form, and in such
         authorized denominations and registered in such names as the
         Representatives may request upon at least forty-eight hours' prior
         notice to the Company, shall be delivered by or on behalf of the
         Company to the Representatives for the account of such Underwriter,
         against payment by such Underwriter or on its behalf of the purchase
         price therefor by certified or official bank check or checks, payable
         to the order of the Company in the funds specified in Schedule II to
         this Agreement, all at the place and time and date specified in such
         Schedule II or at such other place and time and date as the
         Representatives and the Company may agree upon in writing, such time
         and date being herein called the "Time of Delivery".

                  Concurrently with the delivery of and payment for the
         Underwriters' Securities, the Company will deliver to Representatives
         for the accounts of the Underwriters a check payable to the order of
         the party designated in Schedule II to this Agreement in the amount of
         the compensation payable by the Company to the Underwriters in respect
         of any Delayed Contracts as provided in Section 3 hereof and in such
         Schedule II.

                  5. The Company agrees with each of the Underwriters of the
         Designated Securities:

                  (a) To make no amendment or supplement to the Registration
         Statement or Prospectus after the execution of this Agreement and prior
         to the Time of Delivery without furnishing prior thereto a copy of each
         such amendment or supplement to the Representatives; to advise the
         Representatives promptly of any such amendment or supplement after the
         Time of Delivery, to furnish the Representatives with copies of any
         such amendment or supplement after the Time of Delivery and to file
         promptly all documents required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act, in each case for so long as the delivery of a prospectus
         is required in connection with the offering or sale of the Designated
         Securities; to advise the Representatives, promptly after it receives
         notice thereof, of the time when any amendment to the Registration
         Statement has become effective or when any supplement to the Prospectus
         or any amended Prospectus has been filed, of the issuance by the
         Commission of any stop order or of any order preventing or suspending
         the use of the Prospectus or any supplement thereto or any amended
         Prospectus, of the suspension of the qualification of the Designated
         Securities for offering or sale in any jurisdiction, of the initiation
         or threatening of any proceeding for any such purpose, or of any
         request by the Commission for the amending or supplementing of the
         Registration Statement or Prospectus or for additional information; and
         in the event of the issuance of any stop order or of any order
         preventing or suspending the use of the Prospectus or any supplement
         thereto or any amended Prospectus or suspending any such qualification,
         to use promptly its best efforts to obtain its withdrawal;

                  (b) Promptly from time to time to take such action as the
         Representatives may reasonably request to qualify the Designated
         Securities for offering and sale under the securities laws of such
         jurisdictions as the Representatives may request and to comply with
         such laws so as to permit the continuance of sales and dealings therein
         in such jurisdictions for as long as may be necessary to complete the
         distribution of the Designated Securities, provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

                  (c) To furnish the Underwriters with copies of the Prospectus
         in such quantities as the Representatives may from time to time
         reasonably request, and, if the delivery of a prospectus is required at
         any time and if at such time any event shall have occurred as a result
         of which the Prospectus as then amended or supplemented would include
         an untrue statement of a material fact or omit to state any material
         fact necessary in order to make the statements therein, in the light of
         the circumstances under which they were made when such Prospectus is
         delivered, not misleading, or, if for any other reason it shall be
         necessary to amend or supplement the Prospectus or to file under the
         Exchange Act any document incorporated by reference in the Prospectus
         in order to comply with the Act, the Exchange Act or the Trust
         Indenture Act, to notify the Representatives and upon the request of
         the Representatives so to amend or supplement the Prospectus or file
         such document, as the case may be, and to prepare and furnish without
         charge to each Underwriter and to any dealer in securities as many
         copies as the Representatives may from time to time reasonably request
         of an amended Prospectus or a supplement to the Prospectus which will
         correct such statement or omission or effect such compliance;

                  (d) To make generally available to its security holders not
         later than eighteen months after the date of this Agreement an earnings
         statement of the Company and its subsidiaries (which need not be
         audited) complying with Section 11(a) of the Act and covering a period
         of at least twelve consecutive months beginning after the date of this
         Agreement; and

                  (e) During the period beginning on the date of this Agreement
         and continuing to and including the earlier of (i) the termination of
         trading restrictions on the Designated Securities, as notified to the
         Company by the Representatives, and (ii) the Time of Delivery, not to
         offer, sell, contract to sell or otherwise dispose of any debt
         securities of the Company which mature more than one year after the
         Time of Delivery and which are substantially similar to the Designated
         Securities, without the prior written consent of the Representatives.

                  6. The Company covenants and agrees with the several
         Underwriters that the Company will pay or cause to be paid the
         following: (i) the fees, disbursements and expenses of the Company's
         counsel and accountants in connection with the registration of the
         Securities under the Act and all other expenses in connection with the
         preparation, printing and filing of the Registration Statement, any
         Preliminary Prospectus and the Prospectus and amendments and
         supplements thereto and the mailing and delivering of copies thereof to
         the Underwriters and dealers; (ii) the cost of printing any Agreement
         among Underwriters, this Agreement, the Indenture, any Delayed Delivery
         Contracts, any Blue Sky and Legal Investment Memoranda and any other
         documents in connection with the offering, purchase, sale and delivery
         of the Designated Securities; (iii) all expenses in connection with the
         qualification of the Designated Securities for offering and sale under
         state securities laws as provided in Section 5(b) hereof, including the
         fees and disbursements of counsel for the Underwriters in connection
         with such qualification and in connection with the Blue Sky and legal
         investment surveys; (iv) any fees charged by securities rating services
         for rating the Designated Securities; (v) any filing fees incident to
         any required review by the National Association of Securities Dealers,
         Inc. of the terms of the sale of the Designated Securities; (vi) the
         cost of preparing certificates for the Designated Securities; (vii) the
         fees and expenses of the Trustee under the Indenture and any agent of
         the Trustee and the fees and disbursements of any counsel for the
         Trustee in connection with the Indenture and the Designated Securities;
         and (viii) all other costs and expenses incident to the performance of
         its obligations hereunder which are not otherwise specifically provided
         for in this Section. It is understood, however, that, except as
         provided in this Section, Section 8 and Section 11 hereof, the
         Underwriters will pay all of their own costs and expenses, including
         the fees of their counsel, transfer taxes on resale of any of the
         Designated Securities by them, and any advertising expenses connected
         with any offers they may make.

                  7. The obligations of the Underwriters of the Designated
         Securities hereunder shall be subject, in their discretion, to the
         condition that all representations and warranties of the Company herein
         are, at and as of the Time of Delivery, true and correct in all
         material respects, the condition that the Company shall have performed
         in all material respects all of its obligations hereunder theretofore
         to be performed, and the following additional conditions:

                           (a) No stop order suspending the effectiveness of the
                  Registration Statement shall have been issued and no
                  proceeding for that purpose shall have been initiated or, to
                  the best knowledge of the Company, threatened by the
                  Commission; and all requests for additional information on the
                  part of the Commission shall have been complied with to the
                  Representatives' reasonable satisfaction;

                           (b) Counsel for the Underwriters, shall have
                  furnished to the Representatives such opinion or opinions,
                  dated the date of the Time of Delivery, in form and substance
                  reasonably satisfactory to the Representatives, with respect
                  to the incorporation of the Company, the validity of the
                  Indenture, the Designated Securities, the Delayed Delivery
                  Contracts, if any, the Registration Statement, the Prospectus,
                  and such other matters as the Representatives may reasonably
                  request, and such counsel shall have received such papers and
                  information as they may reasonably request to enable them to
                  pass upon such matters;

                           (c) The General Counsel of the Company shall have
                  furnished to the Representatives his written opinion, dated
                  the date of the Time of Delivery, in form and substance
                  reasonably satisfactory to the Representatives, to the effect
                  that:

                                    (i) The Company has been duly incorporated
                           and is validly existing as a corporation in good
                           standing under the laws of the jurisdiction of its
                           incorporation, with corporate power to own its
                           properties and conduct its business as described in
                           the Prospectus as amended or supplemented, if
                           applicable;

                                    (ii) To the best of such counsel's knowledge
                           there is no pending or threatened action, suit or
                           proceeding before any court or governmental agency,
                           authority or body involving the Company or any of its
                           properties required to be disclosed in the
                           Registration Statement which is not adequately
                           disclosed in the Prospectus as amended or
                           supplemented, if applicable; and such counsel does
                           not know of any contracts or other documents of a
                           character required to be filed as an exhibit to the
                           Registration Statement or required to be incorporated
                           by reference into the Prospectus as amended or
                           supplemented, if applicable, or required to be
                           described in the Registration Statement or the
                           Prospectus as amended or supplemented, if applicable,
                           which are not filed or incorporated by reference or
                           described as required;

                                    (iii) This Agreement and all Delayed
                           Delivery Contracts, if any, have been duly
                           authorized, executed and delivered by the Company;

                                    (iv) The Designated Securities have been
                           duly authorized by the Company and, when duly
                           executed and authenticated in accordance with the
                           provisions of the Indenture and delivered to and paid
                           for by the Underwriters, in the case of the
                           Underwriters' Securities, or by the purchasers
                           thereof pursuant to Delayed Delivery Contracts, in
                           the case of any Contract Securities, will constitute
                           valid and legally binding obligations of the Company
                           entitled to the benefits provided by the Indenture,
                           subject to bankruptcy, insolvency, reorganization and
                           other laws of general applicability relating to or
                           affecting enforcement of creditors' rights and to
                           general equity principles; and the Designated
                           Securities and the Indenture conform in all material
                           respects to the description thereof in the Prospectus
                           as amended or supplemented, if applicable;

                                    (v) The Indenture has been duly authorized,
                           executed and delivered by the Company and constitutes
                           a valid and legally binding agreement of the Company,
                           enforceable in accordance with its terms, subject to
                           bankruptcy, insolvency, reorganization and other laws
                           of general applicability relating to or affecting
                           enforcement of creditors' rights and to general
                           equity principles; and the Indenture has been duly
                           qualified under the Trust indenture Act;

                                    (vi) The issuance and sale of the Designated
                           Securities and the compliance by the Company with the
                           provisions of the Designated Securities, the
                           Indenture, each of the Delayed Delivery Contracts, if
                           any, and this Agreement and the consummation of the
                           transactions relating to the Designated Securities
                           contemplated herein and therein will not conflict
                           with or result in a breach of the terms or provisions
                           of, or constitute a default under, any indenture,
                           loan agreement or other agreement or instrument in
                           respect of indebtedness for money borrowed known to
                           such counsel to which the Company is a party or by
                           which the Company is bound or, to the knowledge of
                           such counsel, any other agreement or instrument to
                           which the Company is a party or by which the Company
                           is bound or to which any of the property or assets of
                           the Company is subject, nor will such action result
                           in any violation of the provisions of the Restated
                           Certificate of Incorporation, as amended, or the
                           By-Laws of the Company or, to the knowledge of such
                           counsel, any statute or any order, rule or regulation
                           of any court or regulatory authority or other
                           governmental agency or body having jurisdiction over
                           the Company or any of its properties; and no consent,
                           approval, authorization, order, registration or
                           qualification of or with any court or any such
                           regulatory authority or other governmental agency or
                           body is required for the issuance and sale by the
                           Company of the Designated Securities or the
                           consummation of the transactions relating to the
                           Designated Securities contemplated by this Agreement
                           or the Indenture or any of such Delayed Delivery
                           Contracts, except such as have been obtained under
                           the Act and the Trust Indenture Act and such
                           consents, approvals, authorizations, registrations or
                           qualifications as may be required under state
                           securities or Blue Sky laws;

                                    (vii) The documents or portions thereof, if
                           any, incorporated by reference in the Prospectus
                           (other than the financial statements, related
                           schedules and other financial and statistical
                           information included therein, as to which such
                           counsel need express no opinion), when they were
                           filed with the Commission, complied as to form in all
                           material respects with the requirements of the
                           Exchange Act and the related rules and regulations
                           adopted by the Commission; and

                                    (viii) The Registration Statement and the
                           Prospectus as amended or supplemented, if applicable,
                           (other than the financial statements, related
                           schedules and other financial and statistical
                           information included therein, as to which such
                           counsel need express no opinion) comply as to form in
                           all material respects with the requirements of the
                           Act and the Trust Indenture Act and the rules and
                           regulations thereunder; and, although such counsel is
                           not passing upon, and does not assume responsibility
                           for the accuracy, completeness or fairness of
                           statements contained in the Registration Statement or
                           the Prospectus as amended or supplemented, if
                           applicable (except as to the matters specified in the
                           last clause of subparagraph (iv) of this paragraph
                           (c)), nothing has come to the attention of such
                           counsel that causes such counsel to believe that
                           either the Registration Statement or the Prospectus
                           as amended or supplemented, if applicable, contains
                           an untrue statement of a material fact or omits to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein, in light
                           of the circumstances under which they were made, not
                           misleading;

                  (d) At the Time of Delivery, Deloitte & Touche LLP shall have
         furnished to the Representatives a letter or letters, dated the Time of
         Delivery, in form and substance reasonably satisfactory to the
         Representatives, to the effect set forth in Annex II hereto;

                  (e) (i) Neither the Company nor any of its subsidiaries shall
         have sustained since the date of the latest financial statements
         contained in the Prospectus any loss or interference material to the
         business of the Company and its subsidiaries taken as a whole from
         fire, explosion, flood or other calamity or from any labor dispute or
         court or governmental action, order or decree and (ii) since the
         respective dates as of which information is given in the Prospectus
         there shall not have been any material change in the capital stock or
         long-term debt of the Company or any material adverse change, or any
         development which will result in a material adverse change, in the
         business, financial position, stockholders' equity or results of
         operations of the Company and its subsidiaries taken as a whole,
         otherwise (in any such case described in clause (i) or (ii) hereof)
         than as set forth or contemplated in the Prospectus, the effect of
         which (in any such case described in clause (i) or (ii) hereof) is in
         the reasonable judgment of the Representatives so material and adverse
         as to make it impracticable or inadvisable to proceed with the public
         offering or the delivery of the Designated Securities on the terms and
         in the manner contemplated in the Prospectus;

                  (f) Subsequent to the execution of this Agreement, there shall
         not have occurred any downgrading in any rating accorded to the
         Company's senior debt securities by Moody's Corporation or Standard &
         Poor's Securities, Inc.; provided, however, that this paragraph (f)
         shall not apply to either of such rating agencies which shall have
         notified the Representatives of the rating of the Designated Securities
         prior to the execution of this Agreement;

                  (g) Subsequent to the execution of this Agreement, there shall
         not have occurred any of the following: (i) a suspension or material
         limitation in trading in securities generally on the New York Stock
         Exchange; (ii) a general moratorium on commercial banking activities in
         New York declared by either Federal or New York State authorities; or
         (iii) the engagement by the United States in hostilities which have
         resulted in the declaration, on or after the date of this Agreement, of
         a national emergency or war, the effect of which (in any such case
         described in clause (i), (ii) or (iii) hereof) in the reasonable
         judgment of the Representatives makes it impracticable or inadvisable
         to proceed with the public offering or the delivery of the Designated
         Securities on the terms and in the manner contemplated in the
         Prospectus as amended or supplemented; and

                  (h) The Company shall have furnished or caused to be furnished
         to the Representatives at the Time of Delivery one or more certificates
         of officers of the Company reasonably satisfactory to the
         Representatives as to the accuracy in all material respects of the
         representations and warranties of the Company herein at and as of the
         Time of Delivery, as to the performance in all material respects by the
         Company of all of its obligations hereunder to be performed at or prior
         to the Time of Delivery, and as to the matters set forth in paragraph
         (a) and clauses (i) and (ii) of paragraph (e) of this Section 7, with
         the certificate based upon knowledge or belief as to proceedings
         initiated or threatened referred to in such paragraph (a) and as to the
         matters referred to in clauses (i) and (ii) of such paragraph (e).

                  8. (a) The Company will indemnify and hold harmless each
         Underwriter against any losses, claims, damages or liabilities, joint
         or several, to which such Underwriter may become subject, under the Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) arise out of or are based upon an
         untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement, any Preliminary Prospectus,
         the Prospectus, or any amendment or supplement thereto, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and will reimburse each Underwriter
         for any legal or other expenses reasonably incurred by such Underwriter
         in connection with investigating or defending any such action or claim;
         provided, however, that the Company shall not be liable in any such
         case to the extent that any such loss, claim, damage or liability
         arises out of or is based upon an untrue statement or alleged untrue
         statement or omission or alleged omission made in the Registration
         Statement, any Preliminary Prospectus, the Prospectus, or any such
         amendment or supplement, in reliance upon and in conformity with
         written information furnished to the Company by any Underwriter through
         the Representatives expressly for use therein; and provided, further,
         that such indemnity with respect to the Registration Statement or any
         Preliminary Prospectus shall not inure to the benefit of any
         Underwriter from whom the person asserting any such loss, claim, damage
         or liability purchased the Designated Securities which are the subject
         thereof if such person did not receive a copy of the Prospectus or the
         Prospectus as amended or supplemented (excluding documents incorporated
         by reference) at or prior to the confirmation of the sale of the
         Designated Securities to such person in any case where such delivery is
         required by the Act and the untrue statement or omission of a material
         fact contained in the Registration Statement or any such Preliminary
         Prospectus was corrected in the Prospectus or the Prospectus as amended
         or supplemented.

                  (b) Each Underwriter will indemnify and hold harmless the
         Company against any losses, claims, damages or liabilities to which the
         Company may become subject, under the Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in the Registration Statement,
         any Preliminary Prospectus, the Prospectus, or any amendment or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, in
         each case to the extent, but only to the extent, that such untrue
         statement or alleged untrue statement or omission or alleged omission
         was made in the Registration Statement, any Preliminary Prospectus, the
         Prospectus or any such amendment or supplement in reliance upon and in
         conformity with written information furnished to the Company by such
         Underwriter through the Representatives expressly for use therein; and
         will reimburse the Company for any legal or other expenses reasonably
         incurred by the Company in connection with investigating or defending
         any such action or claim.

                  (c) Promptly after receipt by an indemnified party under
         subsection (a) or (b) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         the indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party shall not relieve it from
         any liability which it may have to any indemnified party otherwise than
         under such subsection. In case any such action shall be brought against
         any indemnified party and it shall notify the indemnifying party of the
         commencement thereof, the indemnifying party shall be entitled to
         participate therein and, to the extent that it shall wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel satisfactory to such indemnified party (who shall
         not, except with the consent of the indemnified party, be counsel to
         the indemnifying party), and, after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party shall not be liable to such indemnified
         party under such subsection for any legal expenses of other counsel or
         any other expenses, in each case subsequently incurred by such
         indemnified party, in connection with the defense thereof other than
         reasonable costs of investigation.

                  (d) If the indemnification provided for in this Section 8 is
         unavailable to an indemnified party under subsection (a) or (b) above
         in respect of any losses, claims, damages or liabilities (or actions in
         respect thereof) referred to therein, then each indemnifying party
         shall contribute to the amount paid or payable by such indemnified
         party as a result of such losses, claims, damages or liabilities (or
         actions in respect thereof) in such proportion as is appropriate to
         reflect the relative benefits received by the Company on the one hand
         and the Underwriters on the other from the offering of the Designated
         Securities to which such loss, claim, damage or liability (or action in
         respect thereof) relates. If, however, the allocation provided by the
         immediately preceding sentence is not permitted by applicable law or if
         the indemnified party failed to give the notice required under
         subsection (c) above, then each indemnifying party shall contribute to
         such amount paid or payable by such indemnified party in such
         proportion as is appropriate to reflect not only such relative benefits
         but also the relative fault of the Company on the one hand and the
         Underwriters on the other in connection with the statements or
         omissions which resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof), as well as any other relevant
         equitable considerations. The relative benefits received by the Company
         on the one hand and the Underwriters on the other shall be deemed to be
         in the same proportion as the total net proceeds from such offering
         (before deducting expenses) received by the Company bear to the total
         underwriting discounts and commissions received by the Underwriters.
         The relative fault shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the Company or the Underwriters and
         the parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         Company and the Underwriters agree that it would not be just and
         equitable if contribution pursuant to this subsection (d) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to above in this subsection (d). The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         subsection (d) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this subsection (d), no Underwriter shall be required
         to contribute any amount in excess of the amount by which the total
         price at which the Designated Securities underwritten by it and
         distributed to the public were offered to the public exceeds the amount
         of any damages which such Underwriter has otherwise been required to
         pay by reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) shall be entitled to
         contribution from any person who was not guilty of such fraudulent
         misrepresentation. The Underwriters' obligations in this subsection (d)
         to contribute are several in proportion to their respective
         underwriting obligations and not joint.

                  (e) The obligations of the Company under this Section 8 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Underwriter within the meaning of the Act; and
         the obligations of the Underwriters under this Section 8 shall be in
         addition to any liability which the respective Underwriters may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company and to each person, if any,
         who controls the Company within the meaning of the Act.

                  9. (a) If any Underwriter shall default in its obligation to
         purchase the Underwriters' Securities which it has agreed to purchase
         under this Agreement, the Representatives may in their discretion
         arrange for themselves or another party or other parties to purchase
         such Underwriters' Securities on the terms contained herein. If within
         thirty-six hours after such default by any Underwriter the
         Representatives do not arrange for the purchase of such Underwriters'
         Securities, then the Company shall be entitled to a further period of
         thirty-six hours within which to procure another party or other parties
         satisfactory to the Representatives to purchase such Underwriters'
         Securities on such terms. In the event that, within the respective
         prescribed periods, the Representatives notify the Company that they
         have so arranged for the purchase of such Underwriters' Securities, or
         the Company notifies the Representatives that it has so arranged for
         the purchase of such Underwriters' Securities, the Representatives or
         the Company shall have the right to postpone the Time of Delivery for a
         period of not more than seven days, in order to effect whatever changes
         may thereby be made necessary in the Registration Statement or the
         Prospectus, or in any other documents or arrangements, and the Company
         agrees to file promptly any amendments or supplements to the
         Registration Statement or the Prospectus which in the opinion of the
         Representatives may thereby be made necessary. The term "Underwriter"
         as used in this Agreement shall include any person substituted under
         this Section with like effect as if such person had originally been a
         party to this Agreement.

                  (b) If, after giving effect to any arrangements for the
         purchase of the Underwriters' Securities of a defaulting Underwriter or
         Underwriters by the Representatives, by the Company, or by both, as the
         case may be, as provided in subsection (a) above, the aggregate
         principal amount of such Underwriters' Securities which remains
         unpurchased does not exceed one-eleventh of the aggregate principal
         amount of all the Designated Securities, then the Company shall have
         the right to require each non-defaulting Underwriter to purchase the
         principal amount of Underwriters' Securities which such Underwriter
         agreed to purchase under this Agreement and, in addition, to require
         each non-defaulting Underwriter to purchase its pro rata share (based
         on the principal amount of Designated Securities which such Underwriter
         agreed to purchase under this Agreement) of the Underwriters'
         Securities of such defaulting Underwriter or Underwriters for which
         such arrangements have not been made; but nothing herein shall relieve
         a defaulting Underwriter from liability for its default.

                  (c) If, after giving effect to any arrangements for the
         purchase of the Underwriters' Securities of a defaulting Underwriter or
         Underwriters by the Representatives, by the Company, or by both, as the
         case may be, as provided in subsection (a) above, the aggregate
         principal amount of Underwriters' Securities which remains unpurchased
         exceeds one-eleventh of the aggregate principal amount of all the
         Designated Securities, or if the Company shall not exercise the right
         described in subsection (b) above to require non-defaulting
         Underwriters to purchase Underwriters' Securities of a defaulting
         Underwriter or Underwriters, then this Agreement shall thereupon
         terminate, without liability on the part of any non-defaulting
         Underwriter or the Company, except for the expenses to be borne by the
         Company and the Underwriters as provided in Section 6 hereof and the
         indemnity and contribution agreements in Section 8 hereof; but nothing
         herein shall relieve a defaulting Underwriter from liability for its
         default.

                  10. The respective indemnities, agreements, representations,
         warranties and other statements of the Company and the several
         Underwriters, as set forth in this Agreement or made by or on behalf of
         them, respectively, pursuant to this Agreement, shall remain in full
         force and effect, regardless of any investigation (or any statement as
         to the results thereof) made by or on behalf of any Underwriter or any
         controlling person of any Underwriter, or the Company, or any officer
         or director or controlling person of the Company, and shall survive
         delivery of and payment for the Designated Securities.

                  11. If this Agreement shall be terminated pursuant to Section
         9 hereof, the Company shall not then be under any liability to any
         Underwriter with respect to the Designated Securities except as
         provided in Section 6 and Section 8 hereof; but, if for any other
         reason Underwriters' Securities are not delivered by or on behalf of
         the Company as provided herein, the Company will reimburse the
         Underwriters through the Representatives for all out-of-pocket expenses
         approved in writing by the Representatives, including fees and
         disbursements of counsel, reasonably incurred by the Underwriters in
         making preparations for the purchase, sale and delivery of the
         Designated Securities, but the Company shall then be under no further
         liability to any Underwriter with respect to the Designated Securities
         except as provided in Section 6 and Section 8 hereof.

                  12. In all dealings hereunder, the Representatives shall act
         on behalf of each of the Underwriters, and the parties hereto shall be
         entitled to act and rely upon any statement, request, notice or
         agreement on behalf of any Underwriter made or given by the
         Representatives.

                  All statements, requests, notices and agreements hereunder
         shall be in writing or by telegram if promptly confirmed in writing and
         if to the Underwriters shall be sufficient in all respects, if
         delivered or sent by certified mail, return receipt requested, to the
         Representatives in care of the firm and at the address specified in
         Schedule II to this Agreement and if to the Company shall be sufficient
         in all respects if delivered or sent by certified mail, return receipt
         requested, to the address of the Company set forth on the facing page
         of the Registration Statement, Attention: Treasurer; provided, however,
         that any notice to an Underwriter pursuant to Section 8(c) hereof shall
         be delivered or sent by certified mail, return receipt requested, to
         such Underwriter at its address set forth in its Underwriters'
         Questionnaire delivered to the Company.

                  13. This Agreement shall be binding upon, and inure solely to
         the benefit of, the Underwriters, the Company and, to the extent
         provided in Section 8 and Section 10 hereof, the officers and directors
         of the Company and each person who controls the Company or any
         Underwriter, and their respective heirs, executors, administrators,
         successors and assigns, and no other person shall acquire or have any
         right under or by virtue of this Agreement. No purchaser of any of the
         Designated Securities from any Underwriter shall be deemed a successor
         or assign by reason merely of such purchase.

                  14. Time shall be of the essence of this Agreement.

                  15. This Agreement shall be construed in accordance with the
         laws of the State of New York.

                  16. This Agreement may be executed by any one or more of the
         parties hereto and thereto in any number of counterparts, each of which
         shall be deemed to be an original, but all such respective counterparts
         shall together constitute one and the same instrument.


<PAGE>



                                                                         ANNEX I

                            Delayed Delivery Contract

         KIMBERLY-CLARK CORPORATION
         c/o
                                                                        , 200[ ]

                  Attention:

         Dear Sirs:

                  The undersigned hereby agrees to purchase from Kimberly-Clark
         Corporation (hereinafter called the "Company"), and the Company agrees
         to sell to the undersigned,
                                        $

         principal amount of the Company's [Title of Designated Securities]
         (hereinafter called the "Designated Securities"), offered by the
         Company's Prospectus dated       , 200[ ] [as amended or supplemented],
         receipt of a copy of which is hereby acknowledged, at a purchase price
         of   % of the principal amount thereof, plus accrued interest from the
         date from which interest accrues as set forth below, and on the further
         terms and conditions set forth in this contract.

                  [The undersigned will purchase the Designated Securities from
         the Company on           ,200[ ] (the "Delivery Date") and interest on
         the Designated Securities so purchased will accrue from
                       , 200[ ] .]

                  [The undersigned will purchase the Designated Securities from
         the Company on the delivery date or dates and in the principal amount
         or amounts set forth below:

                                      Principal        Date From Which
               Delivery Date           Amount          Interest Accrues

                     , 200[ ]         $                           , 200[ ]
                     , 200[ ]         $                           , 200[ ]

         Each such date on which Designated Securities are to be purchased
         hereunder is hereinafter referred to as a "Delivery Date".]

                  Payment for the Designated Securities which the undersigned
         has agreed to purchase on [the] [each] Delivery Date shall be made to
         the Company or its order by certified or official bank check in
                     Clearing House funds at the office of      ,      ,       ,
         or by wire transfer to a bank account specified by the Company, on
         [the] [such] Delivery Date upon delivery to the undersigned of the
         Designated Securities then to be purchased by the undersigned in
         definitive fully registered form and in such denominations and
         registered in such names as the undersigned may designate by written or
         telegraphic communication addressed to the Company not less than five
         full business days prior to [the] [such] Delivery Date.

                  The obligation of the undersigned to take delivery of and make
         payment for Designated Securities on [the] [each] Delivery Date shall
         be subject to the conditions that (a) the purchase of Designated
         Securities to be made by the undersigned shall not on [the] [such]
         Delivery Date be prohibited under the laws of the jurisdiction to which
         the undersigned is subject and (b) the Company, on or before
                 , 200[ ], shall have sold to the several Underwriters, pursuant
         to the Underwriting Agreement dated          , 200[ ] with the Company;
         an aggregate principal amount of Designated Securities equal to $     ,
         minus the aggregate principal amount of Designated Securities to be
         covered by this contract and other contracts similar to this contract.
         The obligation of the undersigned to take delivery of and make payment
         for Designated Securities shall not be affected by the failure of any
         purchaser to take delivery of and make payment for Designated
         Securities pursuant to other contracts similar to this contract.

                  Promptly after completion of the sale to the Underwriters the
         Company will mail or deliver to the undersigned at its address set
         forth below notice to such effect, accompanied by a copy of the opinion
         or opinions of counsel for the Company delivered to the Underwriters in
         connection therewith.

                  The undersigned represents and warrants that, as of the date
         of this contract, the undersigned is not prohibited from purchasing the
         Designated Securities hereby agreed to be purchased by it under the
         laws of the jurisdiction to which the undersigned is subject.

                  This contract will inure to the benefit of and be binding upon
         the parties hereto and their respective successors, but will not be
         assignable by either party hereto without the written consent of the
         other.

                  This contract may be executed by either of the parties hereto
         in any number of counterparts, each of which shall be deemed to be an
         original, but all such counterparts shall together constitute one and
         the same instrument.

                  It is understood that the acceptance by the Company of any
         Delayed Delivery Contract (including this contract) is in the Company's
         sole discretion and that, without limiting the foregoing, acceptances
         of such contracts need not be on a first-come, first-served basis. If
         this contract is acceptable to the Company, it is requested that the
         Company sign the form of acceptance below and mail or deliver one of
         the counterparts hereof to the undersigned at its address set forth
         below. This will become a binding contract between the Company and the
         undersigned when such counterpart is so mailed or delivered by the
         Company.

                                      Yours very truly,

                                    By_________________________________________
                                                  (Signature)
                                      _________________________________________
                                                (Name and Title)
                                      _________________________________________
                                                   (Address)


         Accepted,                          , 200[ ]

         KIMBERLY-CLARK CORPORATION

         By
           ------------------------------------------
                           [Title]



<PAGE>


                                                                        ANNEX II

     At the Time of Delivery, Deloitte & Touche LLP shall have furnished to the
Representatives a letter or letters, dated the date of the Time of Delivery, in
form and substance reasonably satisfactory to the Representatives, to the effect
that:

                  (i) They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the related rules and regulations adopted by the Commission;

                  (ii) In their opinion, the financial statements and schedules
         examined by them and included or incorporated by reference in the
         Prospectus or any amendment or supplement thereto prior to the date of
         such letter comply as to form in all material respects with the
         applicable accounting requirements of the Act or the Exchange Act, as
         applicable, and the related rules and regulations adopted by the
         Commission;

                  (iii) On the basis of having carried out certain specified
         procedures (but not an examination in accordance with auditing
         standards generally adopted in the United States of America) which
         would not necessarily reveal matters of significance with respect to
         the comments set forth below, including a reading of the unaudited
         financial statements and schedules and other information referred to
         below, a reading of the latest interim financial statements made
         available by the Company, a reading of the minutes of the meetings of
         the Board of Directors, Executive Committee and Audit Committee of
         the Company since December 31, 200[ ] [date of last audited financial
         statements], inquiries of certain officials of the Company who have
         responsibility for financial and accounting matters and such other
         inquiries and procedures as may be specified in such letter, nothing
         came to their attention that caused them to believe that:

                    [(A) the unaudited financial statements included or
             incorporated by reference in the Prospectus or any amendment or
             supplement thereto prior to the date of such letter, do not comply
             as to form in all material respects with the applicable accounting
             requirements of the Exchange Act and the related rules and
             regulations adopted by the Commission as they relate to Form 10-Q
             or are not fairly presented in conformity with generally accepted
             accounting principles applied on a basis substantially consistent
             with that of the audited consolidated financial statements included
             or incorporated by reference in the Company's Annual Report on Form
             10-K for the year ended December 31, 200[ ] (the "Annual Report");]

                    [(B) the unaudited information with respect to the Company's
             consolidated financial position and consolidated results of
             operations as of and for the [three] [six] [nine] months ended
             [March 31] [June 30] [September 30], 200[ ] and 200[ ] included in
             the Prospectus or any such amendment or supplement thereto under
             the caption "           " does not agree with the corresponding
             amounts in the unaudited consolidated financial statements referred
             to in Clause (A) or was not determined on a basis substantially
             consistent with that of the corresponding amounts in the audited
             consolidated financial statements included or incorporated by
             reference in the Annual Report;]

                    [(C) the internal unaudited financial statements for the
                       month[s] ended            , 200[ ] and 200[ ], which were
             not included in the Prospectus or any such amendment or supplement
             thereto but from which were derived certain unaudited financial
             information included in the Prospectus or any such amendment or
             supplement thereto in text under the caption "           ", are not
             stated on a basis substantially consistent with that of the audited
             financial statements included in the Prospectus;]

                    [(D) certain unaudited financial information included in the
             Prospectus or any such amendment or supplement thereto in text
             under the caption " " does not agree with the corresponding amounts
             in the internal unaudited financial statements referred to in
             Clause (C) or was not determined on a basis substantially
             consistent with that of the corresponding amounts in the audited
             financial statements included in the Prospectus or any such
             amendment or supplement thereto;]

                    (E) as of a specified date not more than five days prior to
             the date of delivery of such letter, there have not been any
             changes in the capital stock or long-term debt of the Company and
             its subsidiaries on a consolidated basis, or any decreases in
             consolidated net current assets or consolidated net assets of the
             Company and its subsidiaries, in each case as compared with amounts
             shown in the balance sheet of the Company and its subsidiaries as
             of            , 200[ ] [date of last Form 10-Q financial statements
             included or incorporated by reference in the Prospectus or any such
             amendment or supplement thereto] included or incorporated by
             reference in the Prospectus or any such amendment or supplement
             thereto, except in each case for changes or decreases which the
             Prospectus or any such amendment or supplement thereto discloses
             have occurred or may occur and/or which are described in such
             letter; and

                    (F) for the period from           , 200[ ] [date of last
             Form 10-Q financial statements included or incorporated by
             reference in the Prospectus or any such amendment or supplement
             thereto] to such specified date there were any decreases in
             consolidated net sales, income before income taxes or the total or
             per share amounts of net income, in each case as compared with the
             comparable period of the preceding year, except in each case for
             decreases which the Prospectus or any such amendment or supplement
             thereto discloses have occurred or may occur and/or which are
             described in such letter; and

                  (iv) In addition, they have performed certain specified
         procedures, not constituting an audit, with respect to certain
         information of an accounting, financial or statistical nature (which is
         limited to accounting, financial or statistical information derived
         from the general accounting records of the Company and its
         subsidiaries) which appear in the Prospectus or any such amendment or
         supplement thereto, (excluding documents incorporated by reference)
         [and in Exhibit[s] 12 [and     ] to the Registration Statement], in the
         Annual Report and Exhibit[s] [and       ] thereto, and in the Company's
         Quarterly Report[s] for the quarter[s] ended [March 31] [and] [,] [June
         30] [and September 30], 200[ ] and Exhibit[s] [and       ] thereto, and
         which are specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement, excluding any questions of legal
         interpretation.






</TEXT>
</DOCUMENT>
