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<SEC-DOCUMENT>0000055785-03-000032.txt : 20030610
<SEC-HEADER>0000055785-03-000032.hdr.sgml : 20030610
<ACCEPTANCE-DATETIME>20030610162009
ACCESSION NUMBER:		0000055785-03-000032
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20030610

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:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105990
		FILM NUMBER:		03739261

	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>S-3
<SEQUENCE>1
<FILENAME>forms3.txt
<DESCRIPTION>FORM S-3
<TEXT>


      As filed with the Securities and Exchange Commission on June 10, 2003

                                                       Registration No. 333-____
================================================================================
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                           KIMBERLY-CLARK CORPORATION
             (Exact name of registrant as specified in its charter)
             DELAWARE                                39-0394230
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)
                                 P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (972) 281-1200
             (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                              ---------------------

                               O. GEORGE EVERBACH
                             SENIOR VICE PRESIDENT-
                           LAW AND GOVERNMENT AFFAIRS
                           KIMBERLY-CLARK CORPORATION
                                 P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (972) 281-1200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            VINCENT PAGANO, JR., ESQ.
                               JOHN W. CARR, ESQ.
                         SIMPSON THACHER & BARTLETT LLP
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                              ---------------------

     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
                           ---------------------------

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
                           ---------------------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
=====================================================================================================================

                                                            Proposed
                                                             maximum             Proposed maximum        Amount of
      Title of each class of         Amount to be        offering price         aggregate offering     registration
   securities to be registered      registered (1)        per share (2)              price (2)            fee (3)
- -------------------------------     -----------------   -------------------     ------------------    ---------------
<S>                                 <C>                        <C>                <C>                    <C>

Debt Securities                     $1,500,000,000 (3)         100%               $1,500,000,000        $121,350

=====================================================================================================================


                                                          --------------------------
<FN>

(1)    In United States dollars or the equivalent thereof in any other currency, currency unit or composite currency.
(2)    Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities
       Act and reflects the maximum offering price of securities issued, rather than the principal amount of
       securities that may be issued at a discount. Excluding accrued interest, distributions and dividends, if any.
(3)    Such amount represents the principal amount of any Debt Securities issued at their principal amount and the
       issue price rather than the principal amount of any Debt Securities issued at an original issue discount.
</FN>
</TABLE>

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.



<PAGE>



                              SUBJECT TO COMPLETION
                               DATED JUNE 10, 2003

PROSPECTUS

                        [Logo] Kimberly-Clark Corporation

                                 Debt Securities

                                    ---------




We may offer and sell our debt securities from time to time for an aggregate
initial public offering price of up to $1,500,000,000 or an equal amount in any
other currency.

This prospectus describes the general terms of the debt securities. We will
describe the specific terms of the debt securities in a prospectus supplement.
You should read this prospectus and the prospectus supplement carefully before
you invest.

We may offer the debt securities directly or through underwriters, agents or
dealers. The prospectus supplement will give the names of these underwriters,
agents or dealers and describe the specific terms of the plan of distribution
for the offering.

This prospectus may not be used to sell securities unless it is accompanied by a
prospectus supplement.





Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the debt securities or determined if
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.





                  The date of this prospectus is _______, 2003.

The information in this prospectus is not complete and may be changed. We may
not sell the debt securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell the debt securities and it is not the solicitation of an offer to buy
the debt securities in any state where the offer or sale is not permitted.

<PAGE>


                      [THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>



                         Where to Find More Information

         We have filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933 with respect to the debt
securities that we may offer and sell. This prospectus is part of that
registration statement. As permitted by the rules of the SEC, this prospectus
does not contain all the information provided in the registration statement or
the exhibits to the registration statement.

         We file annual, quarterly and current reports, proxy and information
statements, and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for more
information concerning its public reference rooms and regional offices. Our SEC
filings also are available to the public from the SEC's web site at
http://www.sec.gov and on our website at http://www.kimberly-clark.com. The
information on our website is not part of this prospectus. You also may inspect
our SEC reports and other information at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005; the Chicago Stock Exchange, 440 South LaSalle,
Chicago, Illinois 60605; and the Pacific Exchange, 301 Pine Street, San
Francisco, California 94104.

         The SEC allows us to "incorporate by reference" the information we file
with it, which means we can disclose information to you by referring you to
those documents. Information incorporated by reference is part of this
prospectus. Later information filed with the SEC automatically updates and
supersedes information in this prospectus.

         We incorporate by reference the documents listed below and any future
filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:

         o   Our annual report on Form 10-K for the year ended
             December 31, 2002, including portions of our 2002 annual
             stockholders' report and 2003 proxy statement incorporated by
             reference into the Form 10-K.

         o  Our quarterly report on Form 10-Q for the quarter ended
            March 31, 2003.

         o  Our current report on Form 8-K filed with the SEC on April 22, 2003.

         We will provide to you at no charge, upon your written or oral request,
a copy of these filings or any other information incorporated by reference in
this prospectus, other than exhibits to the filings which are not specifically
incorporated by reference. You may request this information by contacting us at
Kimberly-Clark Corporation, P.O. Box 619100, Dallas, Texas 75261-9100 (telephone
972-281-1200); attention: Ronald D. Mc Cray, Secretary.

                          Description of Kimberly-Clark

         Kimberly-Clark and its subsidiaries manufacture and market a wide range
of consumer and business-to-business products around the world. Most of these
products are made from natural or synthetic fibers using advanced technologies
in fibers, nonwovens and absorbency.

         Kimberly-Clark is organized into operating segments based on product
groupings. These operating segments have been aggregated into three reportable
global business segments: Personal Care; Consumer Tissue; and
Business-to-Business. Each reportable segment is headed by an executive officer
who reports to our Chief Executive Officer and is responsible for the
development and execution of global strategies to drive growth and profitability
of our worldwide personal care, consumer tissue and business-to-business
operations. These strategies include global plans for branding and product
positioning, technology and research and development programs, cost reductions
including supply chain management, and capacity and capital investments for each
of these businesses.

         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 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.

         Kimberly-Clark was incorporated in Delaware in 1928 as the successor to
a business established in 1872. Our principal executive offices are located at
351 Phelps Drive, Irving, Texas 75038 and our telephone number is
(972)281-1200.



                       Ratio of Earnings to Fixed Charges

         Our ratio of earnings to fixed charges for the applicable three month
periods and the last five years has been as follows:

Three Months
Ended                                                 Ratio of Earnings to Fixed
March 31,                                                   Fixed Charges
- ------------                                          --------------------------
2003................................................            9.88
2002................................................           10.93

Year
Ended                                                 Ratio of Earnings to Fixed
December 31,                                                Fixed Charges
- ------------                                          --------------------------
2002................................................           10.54
2001................................................            9.34
2000................................................            9.56
1999................................................            9.34
1998................................................            7.07

                                 Use of Proceeds

         We intend to use the net proceeds from the sale of the debt securities
for general corporate purposes. These purposes may include one or more of the
following:

         o   reduction of our existing indebtedness;

         o   working capital;

         o   capital expenditures;

         o   investments in subsidiaries and equity companies;

         o   share repurchases; and/or

         o   future acquisitions.

         Until we actually apply the proceeds, we will invest them in short-term
securities.

                         Description of Debt Securities

         The general provisions of the debt securities are described below. The
specific terms of the debt securities and the extent, if any, to which the
general provisions may not apply will be described in a prospectus supplement.

         The debt securities will be issued under the first amended and restated
indenture dated as of March 1, 1988, as amended by the first and second
supplemental indentures dated as of November 6, 1992 and May 25, 1994,
respectively, with Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago), as successor trustee under an instrument of
resignation, appointment and acceptance dated as of December 12, 1995.

         We have summarized the material provisions of the indenture below. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture for a complete statement of the provisions summarized
in this prospectus and for provisions that may be important to you. For
information on obtaining a copy of the indenture, see "Where to Find More
Information" in this prospectus.

General

         The debt securities will be limited to $1,500,000,000 of proceeds. They
will be unsecured obligations and will rank equally and ratably with all of our
other currently outstanding unsecured and unsubordinated debt. In addition to
the debt securities that we may offer in this prospectus, we may issue
additional debt in an unlimited amount in one or more series under the indenture
or other agreements. This additional debt may contain provisions different from
those included in the indenture or applicable to one or more series of debt
securities.

Prospectus Supplement

         You should refer to the prospectus supplement for the following
specific terms of the debt securities:

         o   their title;

         o   any limits on their aggregate principal amount;

         o   the initial offering price(s) at which they will be sold;

         o   the dates on which the principal will be payable;

         o   the rate(s) (which may be fixed or variable) at which they will
             bear interest, if any, and the date(s) from which the interest, if
             any, will accrue;

         o   the date(s) on which the interest, if any, will be payable and any
             record dates for the interest payments;

         o   any sinking fund or similar provisions, whether mandatory or at
             your option, along with the periods, prices and terms of
             redemption, purchase or repayment;

         o   any provisions for redemption or purchase, at our option or
             otherwise, including the periods, prices and terms of redemption
             or purchase;

         o   the amount or percentage payable if their maturity is accelerated,
             if other than the entire principal amount;

         o   the currency of our payments of principal, premium, if any, and
             interest, and any index used to determine the amounts of
              such payments;

         o   any defeasance provisions with respect to the amount we owe,
             restrictive covenants and/or events of default; and

         o   any other terms in addition to those described in this prospectus.

         We may issue debt securities as original issue discount securities to
be offered and sold at a substantial discount from their principal amount.
Special federal income tax, accounting and other considerations relating to
original issue discount securities will be described in the prospectus
supplement.

         Unless otherwise indicated in the prospectus supplement, the covenants
contained in the indenture and the debt securities would not necessarily protect
you in the event of a highly leveraged or other transaction to which we are or
may become a party.

Restrictive Covenants

     Meanings of Terms

         o    When we use the term "attributable debt" in the context of a sale
              and lease-back transaction, we mean the present value of our
              obligation to pay rent. We exclude from this calculation any
              amounts we pay for maintenance and repairs, insurance, taxes,
              assessments, water rates or similar charges, or amounts contingent
              upon sales amounts.

         o    When we use the term "consolidated net tangible assets," we mean
              the total amount of our assets minus (a) applicable reserves, (b)
              current liabilities which are not extendible or renewable into,
              and do not reflect current maturities of, long-term debt, and (c)
              intangible assets. Our consolidated net tangible assets include
              any attributable debt with respect to a sale and lease-back
              transaction which is not capitalized on our balance sheet.

         o    When we use the term "principal property," we mean any of our
              United States manufacturing facilities which has an individual
              gross book value in excess of 1% of our consolidated net tangible
              assets and which is owned by us or any restricted subsidiary. If
              our board of directors decides that any facility is not of
              material importance, it will not be considered a principal
              property.

         o    When we use the term "restricted subsidiary," we mean any of our
              subsidiaries (a) which has substantially all of its property or
              conducts substantially all of its business in the United States,
              and (b) which owns a principal property. The term does not include
              subsidiaries whose business consists principally of financing or
              leasing activities.

         o    When we use the term "sale and lease-back transaction," we mean
              any arrangement where we or any restricted subsidiary lease a
              principal property from a third party and the principal property
              has been or is to be sold or transferred by us or the restricted
              subsidiary to the third party with the intention of taking back
              the lease. The term does not include temporary leases of three
              years or less or certain intercompany leases.

         Liens. Section 1004 of the indenture provides that we will not, and
will not permit any restricted subsidiary to, issue, assume or guarantee any
debt secured by a mortgage, security interest, pledge or lien (hereafter called
"mortgage") of or on any principal property, or any shares of capital stock or
debt of any restricted subsidiary, without also providing that the debt
securities (together with, if we determine, any other indebtedness issued,
assumed or guaranteed by us or any restricted subsidiary and then existing or
thereafter created) shall be secured by the mortgage equally and ratably with or
prior to such debt. This restriction does not apply to:

         o   mortgages on any property acquired, constructed or improved by, or
             on any shares of capital stock or debt acquired by, us or any
             restricted subsidiary to secure debt which finances all or any
             part of (a) the purchase price of the property, shares or debt, or
             (b) the cost of constructing or improving the property, and which
             debt is incurred prior to or within 360 days after the
             acquisition, completion of construction or commencement of
             commercial operation of the property;

         o   mortgages on any property, shares of capital stock or debt
             existing at the time we or any restricted subsidiary acquires the
             property, shares or debt;

         o   mortgages on property of a corporation existing at the time that
             corporation merges or consolidates with us or any restricted
             subsidiary or at the time that corporation sells or transfers all
             or substantially all of its properties to us or any restricted
             subsidiary;

         o   mortgages on any property, shares of capital stock or debt of any
             corporation existing at the time that corporation becomes a
             restricted subsidiary;

         o   mortgages to secure intercompany debt among us and/or any of our
             restricted subsidiaries;

         o   mortgages in favor of governmental bodies to secure advance or
             progress payments or to secure the purchase price of the mortgaged
             property; and

         o   extensions, renewals or replacements of any existing mortgage or
             any mortgage referred to above.

         In addition, we or any restricted subsidiary may, without equally and
ratably securing the debt securities, issue, assume or guarantee debt secured by
a mortgage not excepted above, if the aggregate amount of the debt, together
with (a) all other debt secured by mortgages not so excepted, and (b) the
attributable debt with respect to sale and lease-back transactions, does not at
the time exceed 5% of our consolidated net tangible assets. For purposes of
clause (b) of this calculation, certain sale and lease-back transactions in
which the attributable debt has been applied to the optional prepayment or
retirement of long-term debt are excluded.

         Arrangements under which we or any restricted subsidiary transfer an
interest in timber but retain an obligation to cut the timber in order to
provide the transferee with a specified amount of money will not create a
mortgage or a sale and lease-back transaction prohibited by the indenture.

         Sale and Lease-Back Transactions. Section 1005 of the indenture
provides that neither we nor any restricted subsidiary may engage in sale and
lease-back transactions with respect to any principal property unless:

         o   we or the restricted subsidiary are able, without equally and
             ratably securing the debt securities, to incur debt secured by a
             mortgage on the property pursuant to the exceptions described in
             "Liens" above;

         o   we or the restricted subsidiary are able, without equally and
             ratably securing the debt securities, to incur debt secured by a
             mortgage on the property in an amount at least equal to the
             attributable debt with respect to the transaction; or

         o   within 360 days after the effective date of the transaction, we or
             the restricted subsidiary apply an amount equal to the
             attributable debt with respect to the transaction to the optional
             prepayment or retirement of our long-term debt or that of any
             restricted subsidiary.

Consolidations, Mergers and Sales of Assets

         Section 801 of the indenture provides that we may consolidate with or
merge into, and sell or transfer all or substantially all of our property and
assets to, any other corporation. The corporation formed by the consolidation or
into which we merge, or the corporation which acquires all or substantially all
of our property and assets, must assume our obligations to:

         o   pay the principal of, premium, if any, and interest on the debt
             securities when due; and

         o   perform and observe all the terms, covenants and conditions of the
             indenture.

         If, upon the consolidation, merger, sale or transfer, any principal
property or any shares of capital stock or debt of any restricted subsidiary
would become subject to a mortgage securing any debt of, or guaranteed by, the
other corporation, we must secure, prior to the consolidation, merger, sale or
transfer, the payment of the principal of, premium, if any, and interest on the
debt securities equally and ratably with or prior to the debt secured by the
mortgage. This provision would not apply to any mortgage which would be
permitted under "Liens" above.

Events of Default

         Section 501 of the indenture provides that the following are events of
default with respect to debt securities of any series:

         o   our failure to pay principal or premium, if any, on any debt
             security of that series when due;

         o   our failure to pay interest on any debt security of that series
             when due, continued for 30 days;

         o   our failure to make any sinking fund payment, when due, in respect
             of any debt security of that series;

         o   our failure to perform any other covenant in the indenture that is
             applicable to debt securities of that series, continued for 90 days
             after written notice;

         o   certain events involving bankruptcy, insolvency or reorganization;
             and

         o   any other event of default applicable to debt securities of that
             series.

         An event of default with respect to a particular series of debt
securities (except as to matters involving bankruptcy, insolvency or
reorganization) does not necessarily mean that there is an event of default with
respect to any other series of debt securities.

         If an event of default occurs and continues, the trustee or the holders
of at least 25% of the outstanding debt securities of that series may declare
those debt securities to be due and payable. However, at any time after such a
declaration of acceleration has been made, but before the stated maturity of the
debt securities, the holders of a majority of the outstanding debt securities of
that series may, subject to certain conditions, rescind and annul the
acceleration if all events of default with respect to the debt securities, other
than the non-payment of accelerated principal, have been cured or waived. You
should refer to the prospectus supplement relating to any series of debt
securities which are original issue discount securities for particular
provisions relating to acceleration of a portion of the principal amount of the
original issue discount securities upon the occurrence and continuance of an
event of default.

         Subject to the trustee's duties in the case of an event of default, the
trustee is not required to exercise any of its rights or powers under the
indenture at the request or direction of any holder unless one or more of them
shall have offered reasonable indemnity to the trustee. Subject to this
indemnification provision and certain other rights of the trustee, the holders
of a majority of the outstanding debt securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the debt securities of that series.

         No holder of any debt security of any series will have the right to
institute any proceeding with respect to the indenture, unless:

         o   the holder shall have previously notified the trustee of a
             continuing event of default with respect to debt securities of
             that series and the holders of at least 25% of the outstanding
             debt securities of that series shall have requested, and offered
             reasonable indemnity to, the trustee to institute the proceeding;

         o   the trustee shall not have received from the holders of a majority
             of the outstanding debt securities of that series a direction
             inconsistent with the request; and

         o   the trustee shall have failed to institute the proceeding within
             60 days.

         However, the holder of any debt security will have an absolute and
unconditional right to receive payment of the principal of, premium, if any, and
interest on the debt security on or after the applicable due dates and to sue
for the enforcement of any such payment.

         The indenture requires us to furnish to the trustee annually a
statement as to the absence of certain defaults under the indenture. The
indenture provides that the trustee may withhold notice to the holders of debt
securities of any series of any non-monetary default with respect to debt
securities of the series if it considers it in the interest of the holders to do
so.

Defeasance and Covenant Defeasance

         Section 402 of the indenture provides that we may be discharged from
most of our obligations in respect of the outstanding debt securities of any
series if we irrevocably deposit with the trustee money and/or United States
government securities which, together with the income from those securities, are
sufficient to pay the principal of, premium, if any, and each installment of
interest on the outstanding debt securities of the series on the stated maturity
or redemption date, as the case may be. This arrangement requires that we (a)
deliver to the trustee an opinion of counsel that we have received an Internal
Revenue Service ruling, or a ruling of the Internal Revenue Service has been
published that in the opinion of counsel establishes, that holders of the
outstanding debt securities of the series will have no federal income tax
consequences as a result of the deposit and defeasance, and (b) deliver to the
trustee an opinion of counsel that the outstanding debt securities of the
series, if then listed on any securities exchange, will not be delisted as a
result of the deposit, defeasance and discharge.

         Section 1006 of the indenture provides that we need not comply with
certain restrictive covenants, including those described under "Liens" and "Sale
and Lease-back Transactions" above, and that our failure to comply would not be
an event of default under the indenture and the outstanding debt securities of
any series, if we deposit with the trustee money and/or United States government
securities which, together with the income from those securities, are sufficient
to pay the principal of, premium, if any, and each installment of interest on
the outstanding debt securities of the series on the stated maturity or
redemption date, as the case may be. Our other obligations under the indenture
and the outstanding debt securities of the series would remain in full force and
effect. This arrangement requires that we deliver to the trustee an opinion of
counsel that (a) the holders of the outstanding debt securities of the series
will have no federal income tax consequences as a result of the deposit and
defeasance, and (b) the outstanding debt securities of the series, if then
listed on any securities exchange, will not be delisted as a result of the
deposit and defeasance.

         In the event the outstanding debt securities of the applicable series
are declared due and payable because of the occurrence of an event of default
other than that described in the preceding paragraph, the amount of money and
government securities on deposit with the trustee may not be sufficient to pay
amounts due on the outstanding debt securities of the series at the time of the
acceleration resulting from the event of default. However, we will remain liable
to pay these amounts.

Amendments to the Indenture and Waiver of Covenants

         Section 902 of the indenture provides that we may amend the indenture
with the consent of the holders of 66 2/3% of the outstanding debt securities of
each series affected by the amendments. However, unless we have the consent of
each holder of the affected debt securities, we may not:

         o   change the maturity date of the principal amount of, or any
             installment of principal of or interest on, any debt security;

         o   reduce the principal amount of, premium, if any, or any interest
             on, any debt security or reduce the amount of principal of an
             original issue discount security that would be due and payable
             upon acceleration;

         o   change the place or currency of payment of the principal of,
             premium, if any, or interest on, any debt security;

         o   impair your right to sue for payment with respect to any debt
             security after its maturity date; or

         o   reduce the percentage of outstanding debt securities of any series
             which is required to consent to an amendment of the indenture or
             to waive our compliance with certain provisions of the indenture
             or certain defaults.

         The holders of 66 2/3% of the outstanding debt securities of any series
may, on behalf of the holders of all debt securities of that series, waive our
compliance with certain restrictive covenants of the indenture. The holders of a
majority of the outstanding debt securities of any series may, on behalf of the
holders of all debt securities of that series, waive any past default under the
indenture with respect to that series, except (a) a default in the payment of
the principal of, premium, if any, or interest on any debt security of that
series, or (b) in respect of a provision which under the indenture cannot be
amended without the consent of each holder of the affected debt securities.

Payments, Transfer and Exchange

         Unless otherwise indicated in the prospectus supplement, we will make
payments of principal, premium, if any, and interest on the debt securities, and
you may exchange and transfer the debt securities, at the office of the trustee
at One Bank One Plaza, Suite 0126, Chicago, Illinois 60670-0126, or at the
office of Bank One Trust Company in New York, 55 Water Street, lst Floor,
Jeanette Park Entrance, New York, New York 10041. We may elect to pay any
interest by check mailed by first class mail to the address of the person
entitled to receive the payment as it appears in the trustee's security
register.

         We will not charge you for any transfer or exchange of debt securities,
but we may require you to pay any related tax or other governmental charge.

Form of Debt Securities

         The debt securities will be issued in registered form. We will issue
debt securities only in denominations of $1,000 or integral multiples of that
amount, unless the prospectus supplement states otherwise.

         Unless the prospectus supplement otherwise provides, debt securities
will be issued in the form of one or more global securities. This means that we
will not issue certificates to each holder. Rather, we would issue global
securities in the total principal amount of the debt securities distributed in
that series.

Global Securities

         In General. Debt securities in global form will be deposited with or on
behalf of a depositary. Global securities are represented by one or more
certificates for the series registered in the name of the depositary or its
nominee. Debt securities in global form may not be transferred except as a whole
among the depositary, a nominee of or a successor to the depositary, or any
nominee of that successor. Unless otherwise identified in the prospectus
supplement, the depositary will be The Depository Trust Company.

         No Depositary or Global Securities. If a depositary for a series of
debt securities is unwilling or unable to continue as depositary, and a
successor is not appointed by us within 90 days, we will issue that series of
debt securities in registered form in exchange for the global security or
securities of that series. We also may determine at any time in our discretion
not to use global securities for any series. In that event, we will issue debt
securities in registered form.

         Ownership of the Global Securities; Beneficial Ownership. So long as
the depositary or its nominee is the registered owner of a global security, that
entity will be the sole holder of the debt securities represented by that
instrument. We and the trustee are only required to treat the depositary or its
nominee as the legal owner of the debt securities for all purposes under the
indenture.

         A purchaser of debt securities represented by a global security will
not be entitled to receive physical delivery of certificated securities, will
not be considered the holder of those securities for any purpose under the
indenture, and will not be able to transfer or exchange the global security,
unless the prospectus supplement provides to the contrary. As a result, each
beneficial owner must rely on the procedures of the depositary to exercise any
rights of a holder under the indenture. In addition, if the beneficial owner is
not a direct or indirect participant in the depositary, the beneficial owner
must rely on the procedures of the participant through which it owns its
beneficial interest in the global security. We understand that under existing
industry practice, in the event we request any action of holders of debt
securities or an owner of a beneficial interest in the global securities desires
to take any action that the depositary, as the holder of the global securities,
is entitled to take, the depositary would authorize the participants to take
such action, and that the participants would authorize beneficial owners owning
through such participants to take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

         The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of the securities in certificated form. Those
laws and the above conditions may impair the ability to transfer beneficial
interests in the global securities.

Book-Entry System

         The debt securities may be issued in the form of one or more fully
registered global securities which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "depositary") and registered
in the name of the depositary's nominee. Except as set forth below, the global
securities may be transferred, in whole and not in part, only to the depositary
or another nominee of the depositary.

         Upon the issuance of the global securities, the depositary will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the debt securities represented by such global securities to the
accounts of participants. The accounts to be credited shall be designated by the
underwriters. Ownership of beneficial interests in the global securities will be
limited to participants or persons that may hold interests through participants.
Ownership of interests in the global securities will be shown on, and the
transfer of those ownership interests will be effected only through, records
maintained by the depositary (with respect to participants' interests) and such
participants (with respect to the owners of beneficial interests in the global
securities through such participants).

         We expect that the depositary, upon receipt of any payment of principal
or interest in respect of the global securities, will credit immediately
participants' accounts with payment in amounts proportionate to their respective
beneficial interests in the principal amount of the global securities as shown
on the records of the depositary. We also expect that payments by participants
to owners of beneficial interests in the global securities held through such
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
participants. None of Kimberly-Clark, the trustee or any agent of Kimberly-Clark
or the trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the global securities for any debt securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests or for any other aspect of the relationship between the depositary and
its participants or the relationship between such participants and the owners of
beneficial interests in the global securities owned through such participants.

         Unless and until they are exchanged in whole or in part for
certificated debt securities in definitive form, the global securities may not
be transferred except as a whole by the depositary to a nominee of such
depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary.

         The debt securities represented by the global securities are
exchangeable for certificated debt securities in definitive registered form of
like tenor as such securities in denominations of $1,000 and in any greater
amount that is an integral multiple thereof if (i) the depositary notifies us
that it is unwilling or unable to continue as depositary for the global
securities or if at any time the depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, or (ii) we in
our discretion at any time determine not to have all of the debt securities
represented by the global securities and we notify the trustee thereof. Any
global securities that are exchangeable pursuant to the preceding sentence are
exchangeable for certificated debt securities issuable in authorized
denominations and registered in such names as the depositary shall direct.
Subject to the foregoing, the global securities are not exchangeable, except for
a global security or global securities of the same aggregate denominations to be
registered in the name of the depositary or its nominee.

Same-Day Settlement and Payment

         Settlement by the purchasers of the debt securities will be made in
immediately available funds. All payments by us to the depositary of principal
and interest will be made in immediately available funds.

         The debt securities will trade in the depositary's settlement system
until maturity, and therefore the depositary will require secondary trading
activity in the debt securities to be settled in immediately available funds.

The Depository Trust Company

         The following is based on information furnished by The Depository Trust
Company and applies to the extent it is the depositary, unless otherwise stated
in the prospectus supplement:

         Registered Owner. The debt securities will be issued as fully
registered securities in the name of Cede & Co., which is DTC's partnership
nominee. No single global security will be issued in a principal amount of more
than $400 million. The trustee will deposit the global securities with DTC. The
deposit of the global securities with DTC and their registration in the name of
Cede & Co. will not change the beneficial ownership of the securities.

         DTC Organization. DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
that law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act of 1934.

         DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Direct participants include securities
brokers and dealers, banks, trust companies, mutual funds firms and certain
other organizations who directly participate in DTC. Other entities indirectly
participate in DTC and may access DTC's system by clearing transactions through
or maintaining a custodial relationship with direct participants, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC.

         DTC Activities. DTC holds securities that its participants deposit with
it. DTC also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts. This
eliminates the need for physical movement of securities certificates.

         Participants' Records. Except as otherwise provided in the prospectus
supplement, the debt securities must be purchased by or through direct
participants, which will receive a credit for the debt securities on DTC's
records. The beneficial owner's ownership interest in the debt securities is in
turn recorded on the direct or indirect participants' records. Beneficial owners
will not receive written confirmations from DTC of their purchase, but they are
expected to receive them, along with periodic statements of their holdings, from
the direct or indirect participants through whom they purchased the debt
securities.

         Transfers of ownership interests in the global securities will be made
on the books of the participants on behalf of the beneficial owners.
Certificates representing the interests of the beneficial owners in the debt
securities will not be issued unless the use of global securities is suspended,
as discussed above.

         DTC has no knowledge of the actual beneficial owners of the global
securities. Its records only reflect the identity of the direct participants as
owners of the debt securities. Those participants may or may not be the
beneficial owners. Participants are responsible for keeping account of their
holdings on behalf of their customers.

         Notices Among DTC, Participants and Beneficial Owners. Notices and
other communications by DTC, its participants and the beneficial owners will be
governed by standing arrangements among them, subject to any legal requirements
in effect.

         Voting Procedures. Neither DTC nor Cede & Co. will give consents for or
vote the global securities. DTC generally mails an omnibus proxy to us just
after any applicable record date. That proxy assigns Cede & Co.'s consenting or
voting rights to the direct participants to whose accounts the securities are
credited at that time.

         Payments. Principal and interest payments made by us will be delivered
to DTC. DTC's practice is to credit direct participants' accounts on the
applicable payment date unless it has reason to believe it will not receive
payment on that date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as is the case with
securities held for customers in bearer form or registered in "street name."
Those payments will be the responsibility of that participant, and not DTC, the
trustee or us, subject to any legal requirements in effect at that time.

         We are responsible for paying principal, interest and premium, if any,
to the trustee, which is responsible for making those payments to DTC. DTC is
responsible for disbursing those payments to direct participants. The
participants are responsible for disbursing payments to the beneficial owners.

Regarding the Trustee

         We maintain banking relationships in the ordinary course of business
with Bank One, N.A., an affiliate of the trustee under the indenture. Bank One,
N.A. participates as a lender in our syndicated revolving credit agreements in
the aggregate amount of $175.0 million. We also have debt securities currently
outstanding under the indenture.

                              Plan of Distribution

         We may sell the debt securities to or through underwriters or dealers,
and also may sell them directly or indirectly to one or more other purchasers or
through agents. The debt securities may be distributed from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to these
prevailing market prices or at negotiated prices.

         In connection with the offering of the debt securities, certain
underwriters and their affiliates may engage in transactions that stabilize,
maintain or otherwise affect the market price of the debt securities. These
transactions may include stabilization transactions in accordance with Rule 104
of Regulation M, pursuant to which these persons may bid for or purchase the
debt securities for the purpose of stabilizing their market price. The
underwriters also may create a short position for the account of the
underwriters by selling more debt securities in connection with the offering
than they are committed to purchase from us, and in this case may purchase debt
securities in the open market following completion of the offering to cover the
short position. Any of the transactions described in this paragraph may result
in the maintenance of the price of the debt securities at a level above that
which might otherwise prevail in the open market. None of the transactions
described in this paragraph is required, but if any are undertaken, they may be
discontinued at any time.

         In connection with the sale of the debt securities, underwriters may
receive compensation from us or from purchasers of the debt securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the debt securities to or through dealers, and the dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of the debt securities may be deemed to be underwriters, and any
discounts or commissions received by them from us and any profit on the resale
of the debt securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Any of these underwriters or
agents will be identified, and their compensation will be described, in the
prospectus supplement.

         Underwriters and agents who participate in the distribution of the debt
securities may be contractually entitled to indemnification by us against
certain liabilities, including liabilities under the Securities Act of 1933, or
to contribution with respect to payments which the underwriters or agents may be
required to make with respect to these liabilities. These underwriters and
agents may be customers of, engage in transactions with, or perform services for
us in the ordinary course of business.

         If so indicated in the prospectus supplement, we may authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase the debt securities from us pursuant to contracts
providing for payment and delivery on a future date. Institutions with which
these contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases these institutions must be approved by
us. The obligations of any purchaser under these contracts will be subject to
the condition that the purchase of the debt securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which the purchaser
is subject. The underwriters and other agents will not have any responsibility
in respect of the validity or performance of these contracts.

                           Validity of Debt Securities

         Unless otherwise indicated in the prospectus supplement, the validity
of the debt securities will be passed upon for Kimberly-Clark by O. George
Everbach, our Senior Vice President -- Law and Government Affairs, and for the
underwriters or agents by Simpson Thacher & Bartlett LLP, New York, New York.

                                     Experts

         The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 2002 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.



<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
     The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
<TABLE>
<CAPTION>
        <S>                                                             <C>

        Securities and Exchange Commission
             registration fee.........................................  $121,350
        Trustee's Charges*............................................    10,000
        Printing and engraving expenses*..............................    50,000
        Accounting fees and expenses*.................................    80,000
        Rating Agency Fees*...........................................   290,000
        Blue Sky and Legal fees and expenses*.........................    20,000
        Miscellaneous*................................................    23,650
                                                                        --------
                 Total................................................  $595,000
                                                                        ========
<FN>

- -------

*Estimated

</FN>
</TABLE>



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's By-laws (the "By-laws") provide, among other things, that the
Corporation shall

     (i)   indemnify any person who was or is a party or is threatened to be
           made a party to any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or investigative
           (other than an action by or in the right of the Corporation) by
           reason of the fact that he is or was a director or officer of the
           Corporation, or is or was serving at the request of the Corporation
           as a director or officer of another corporation, or, in the case of
           an officer or director of the Corporation, is or was serving as an
           employee or agent of a partnership, joint venture, trust or other
           enterprise, against expenses (including attorneys' fees), judgments,
           fines and amounts paid in settlement actually and reasonably incurred
           by him in connection with such action, suit or proceeding if he acted
           in good faith and in a manner he reasonably believed to be in or not
           opposed to the best interests of the Corporation, and, with respect
           to any criminal action or proceeding, had no reasonable cause to
           believe his conduct was unlawful, and

     (ii)  indemnify any person who was or is a party or is threatened to be
           made a party to any threatened, pending or completed action or suit
           by or in the right of the Corporation to procure a judgment in its
           favor by reason of the fact that he is or was a director or officer
           of the Corporation, or is or was serving at the request of the
           Corporation as a director or officer of another corporation, or, in
           the case of an officer or director of the Corporation, is or was
           serving as an employee or agent of a partnership, joint venture,
           trust or other enterprise against expenses (including attorneys'
           fees) actually and reasonably incurred by him in connection with the
           defense or settlement of such action or suit if he acted in good
           faith and in a manner he reasonably believed to be in or not opposed
           to the best interests of the Corporation and except that no
           indemnification shall be made in respect of any claim, issue or
           matter as to which such person shall have been adjudged to be liable
           to the Corporation unless and only to the extent that the Court of
           Chancery or the court in which such action or suit was brought shall
           determine upon application that, despite the adjudication of
           liability but in view of the circumstances of the case, such person
           is fairly and reasonably entitled to indemnity for such expenses
           which the Court of Chancery or such other court shall deem proper.

Notwithstanding the foregoing, the Corporation is not required to indemnify any
director or officer of the Corporation in connection with a proceeding (or
portion thereof) initiated by such director or officer against the Corporation
or any directors, officers or employees thereof unless (i) the initiation of
such proceeding (or portion thereof) was authorized by the Board of Directors of
the Corporation or (ii) notwithstanding the lack of such authorization, the
person seeking indemnification is successful on the merits. The By-laws further
provide that the indemnification provided therein shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled.

Section 145 of the General Corporation Law of the State of Delaware authorizes
indemnification by the Corporation of directors and officers under the
circumstances provided in the provisions of the By-laws described above, and
requires such indemnification for expenses actually and reasonably incurred to
the extent a director or officer is successful in the defense of any action, or
any claim, issue or matter therein.

The Corporation has purchased insurance which purports to insure the Corporation
against certain costs of indemnification which may be incurred by it pursuant to
the By-laws and to insure the directors and officers of the Corporation, and of
its subsidiary companies, against certain liabilities incurred by them in the
discharge of their functions as such directors and officers, except for
liabilities resulting from their own malfeasance.

The form of Underwriting Agreement filed as Exhibit 1.1 hereto provides for
indemnification and contribution by underwriters or agents, as the case may be,
with respect to certain liabilities of directors and officers of the Corporation
and other persons, if any, who control the Corporation.


ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


     Exhibit
     Number                      Description
     ------                      -----------

      1.1*                 Form of Underwriting Agreement


      4.1                  First Amended and Restated Indenture dated as of
                           March 1, 1988 (the "Indenture") between the
                           Corporation and Bank of America National Trust and
                           Savings Association, as successor Trustee ("BOA")
                           (incorporated by reference to Exhibit 4.1 to the
                           Registration Statement on Form S-3 filed on
                           February 2, 1998 (Registration No. 333-45399))

      4.2                  Three forms of Debt Securities (included in Exhibit
                           4.1 at pages A-1 through C-5)(incorporated by
                           reference to Exhibit 4.1 to the Registration
                           Statement on Form S-3 filed on February 2, 1998
                           (Registration No. 333-45399))

      4.3                  First Supplemental Indenture, dated as of
                           November 6, 1992, to the Indenture (incorporated by
                           reference to Exhibit 4.3 to the Registration
                           Statement on Form S-3 filed on June 17, 1994
                           (Registration No. 33-54177))

      4.4                  Second Supplemental Indenture, dated as of
                           May 25, 1994, to the Indenture (incorporated by
                           reference to Exhibit 4.4 to the Registration
                           Statement on Form S-3 filed on June 17, 1994
                           (Registration No. 33-54177))

      4.5                  Instrument of Resignation, Appointment and Acceptance
                           dated as of December 12, 1995 among the Corporation,
                           BOA and Bank One Trust Company, N. A. (as successor
                           in interest to The First National Bank of Chicago),
                           as successor Trustee (incorporated by reference to
                           Exhibit 4.5 to the Registration Statement on Form S-3
                           filed on February 2, 1998 (Registration No.
                           333-45399))

      5*                   Opinion of O. George Everbach, Senior Vice President
                           -- Law and Government Affairs of the Corporation, as
                           to the validity of the Debt Securities

     12*                   Computation of Ratio of Earnings to Fixed Charges

     23.1*                 Consent of Deloitte & Touche LLP

     23.2*                 Consent of O. George Everbach, Senior Vice President
                           - Law and Government Affairs of the Corporation
                           (included in Exhibit 5)

     24*                   Directors' Powers of Attorney

     25*                   Form T-1 Statement of Eligibility and Qualification
                           under the Trust Indenture Act of 1939 of Bank One
                           Trust Company, N.A. dated as of June 2, 2003
- ---------------
*    Filed herewith.


ITEM 17. UNDERTAKINGS.
The Corporation hereby undertakes

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

         (ii)  to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

         (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Corporation
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering;

(4) that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Corporation's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

(5) that, for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Corporation pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and

(6) that, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described under Item 15 above or
otherwise, the Corporation has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation in the successful defense of any action,
suit or proceeding) is asserted against the Corporation by such director,
officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on June 10, 2003.

                                       KIMBERLY-CLARK CORPORATION



                                       By:      /s/ THOMAS J. FALK
                                                ------------------
                                                Thomas J. Falk
                                                Chairman of the Board and
                                                Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                 TITLE                                 DATE
- ---------                 -----                                 ----

/s/  THOMAS J FALK                                              June 10, 2003
- ----------------------   Chairman of the Board and              ------------
     Thomas J. Falk      Chief Executive Officer and Director
                         (principal executive officer)


/s/  MARK A. BUTHMAN                                            June 10, 2003
- ----------------------   Senior Vice President and Chief        ------------
     Mark A. Buthman     Financial Officer
                         (principal financial officer)


/s/  RANDY J. VEST                                              June 10, 2003
- ----------------------   Vice President and Controller          ------------
     Randy J. Vest       (principal accounting officer)




<PAGE>


                                    DIRECTORS

                   *                                            *
   -----------------------------------        ----------------------------------
          Dennis R. Beresford                            Claudio X. Gonzalez


                   *                                            *
   ----------------------------------         ----------------------------------
             John F. Bergstrom                            Mae C. Jemison

                   *                                            *
   -----------------------------------        ----------------------------------
       Pastora San Juan Cafferty                        Linda Johnson Rice

                   *                                            *
   -----------------------------------        ----------------------------------
           Paul J. Collins                               Marc J. Shapiro


                   *                                            *
   -----------------------------------        ----------------------------------
         Robert W. Decherd                              Randall L. Tobias





June 10, 2003


             *By:  /s/  O. GEORGE EVERBACH
              --------------------------
                    O. George Everbach
                    Attorney-in-Fact



<PAGE>



                                  EXHIBIT INDEX
The following is a list of Exhibits included as part of the Registration
Statement.

     Exhibit
     Number                            Description of Exhibit
     ------                            ----------------------

      1.1*                          Form of Underwriting Agreement

      4.1                           First Amended and Restated Indenture dated
                                    as of March 1, (the "Indenture") between the
                                    Corporation and Bank of America National
                                    Trust and Savings Association, as successor
                                    Trustee ("BOA") (incorporated by reference
                                    to Exhibit 4.1 to the Registration Statement
                                    on Form S-3 filed on February 2, 1998
                                    (Registration No. 333-45399))

      4.2                           Three forms of Debt Securities (included in
                                    Exhibit 4.1 at pages A-1 through C-5)
                                    (incorporated by reference to Exhibit 4.1 to
                                    the Registration Statement on Form S-3 filed
                                    on February 2, 1998 (Registration No.
                                    333-45399))

      4.3                           First Supplemental Indenture, dated as of
                                    November 6, 1992, to the Indenture
                                    (incorporated by reference to Exhibit 4.3 to
                                    the Registration Statement on Form S-3 filed
                                    on June 17, 1994 (Registration No.
                                    33-54177))

      4.4                           Second Supplemental Indenture, dated as of
                                    May 25, 1994, to the Indenture (incorporated
                                    by reference to Exhibit 4.4 to the
                                    Registration Statement on Form S-3 filed on
                                    June 17, 1994 (Registration No. 33-54177))

      4.5                           Instrument of Resignation, Appointment and
                                    Acceptance dated as of December 12, 1995
                                    among the Corporation, BOA and Bank One
                                    Trust Company, N.A. (as successor in
                                    interest to The First National Bank of
                                    Chicago), as successor Trustee (incorporated
                                    by reference to Exhibit 4.5 to the
                                    Registration Statement on Form S-3 filed on
                                    February 2, 1998 (Registration No.
                                    333-45399))

      5*                            Opinion of O. George Everbach, Senior Vice
                                    President -- Law and Government Affairs of
                                    the Corporation, as to the validity of the
                                    Debt Securities

     12*                            Computation of Ratio of Earnings to Fixed
                                    Charges

     23.1*                          Consent of Deloitte & Touche LLP

     23.2*                          Consent of O. George Everbach, Senior Vice
                                    President -- Law and Government Affairs of
                                    the Corporation (included in Exhibit 5)

     24*                            Directors' Powers of Attorney

     25*                            Form T-1 Statement of Eligibility and
                                    Qualification under the Trust Indenture Act
                                    of 1939 of Bank One Trust Company, N.A.
                                    dated as of June 2, 2003

- ---------------
*    Filed herewith.






</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>ex5.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>
                                                                       Exhibit 5
June 10, 2003



Kimberly-Clark Corporation
P. O. Box 619100
Dallas, Texas 75261-9100


                     Re: Registration Statement on Form S-3


Gentlemen:

I am Senior Vice President - Law and Government Affairs of Kimberly-Clark
Corporation (the "Corporation"), and have acted as counsel in connection with
(i) the registration statement being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") with regard to the
registration under the Securities Act of 1933, as amended (the "Act"), of
$1,500,000,000 aggregate principal amount of debt securities of the Corporation
(the "Debt Securities"), and (ii) the First Amended and Restated Indenture dated
as of March 1, 1988, as supplemented by the First Supplemental Indenture thereto
dated as of November 6, 1992, and the Second Supplemental Indenture thereto
dated as of May 25, 1994 (the "Indenture"), between the Corporation and Bank One
Trust Company, N.A. (as successor in interest to The First National Bank of
Chicago), as successor trustee (the "Trustee"), pursuant to which Indenture the
Debt Securities are to be issued. The registration statement (including the
exhibits thereto and all documents or portions thereof incorporated therein by
reference) is hereinafter collectively called the "Registration Statement."

I am familiar with the proceedings to date with respect to the proposed issuance
and sale of the Debt Securities. In addition, in connection with this opinion, I
have examined an executed copy of the Registration Statement and the Indenture,
and such corporate and other documents and records, and certificates of officers
of the Corporation, as I have deemed necessary for the purposes of this opinion.
In stating my opinion I have assumed the genuineness of all signatures of, and
the authority of, persons signing any documents or records on behalf of parties
other than the Corporation, the authenticity of all documents submitted to me as
originals and the conformity to authentic original documents of all documents
submitted to me as certified or photostatic copies.

Based upon the foregoing, I am of the opinion that:

1.    The Corporation has been duly incorporated and is validly existing as a
      corporation in good standing under the laws of the State of Delaware.

2.    The Corporation has the corporate power to authorize and sell the Debt
      Securities.

3.    The Debt Securities will be legally issued and binding obligations of the
      Corporation (except as may be limited by bankruptcy, insolvency,
      reorganization or other laws of general applicability relating to or
      affecting the enforcement of creditors' rights or by general principles of
      equity) when: (i) the Registration Statement, as finally amended
      (including all necessary post-effective amendments), shall have become
      effective under the Act; (ii) the Corporation's Board of Directors or a
      duly authorized committee or officer thereof shall have authorized the
      issuance and sale of the Debt Securities as contemplated by the
      Registration Statement and the Indenture; and (iii) the Debt Securities
      shall have been duly executed, authenticated and delivered to the
      purchasers thereof against payment of the agreed consideration therefor.

For purposes of this opinion, I have assumed that there will be no changes in
the laws currently applicable to the Corporation and that such laws will be the
only laws applicable to the Corporation.

I express no opinion as to the application of the securities or Blue Sky laws of
the various states to the sales of the Debt Securities.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the use of my name under the caption "Validity of Debt
Securities" in the Prospectus and the Prospectus Supplement relating to the
Registration Statement which are reviewed and approved by me prior to the
distribution of such Prospectus and Prospectus Supplement and the filing thereof
with the Commission.

Very truly yours,

/s/ O. GEORGE EVERBACH
- ----------------------
O. George Everbach







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>ex12.txt
<DESCRIPTION>COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<TABLE>

                                                                                                                 Exhibit 12

                                              KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
                                               Computation of Earnings to Fixed Charges
                                                     (Dollar amounts in millions)

<CAPTION>

                                            Three Months
                                               Ended
                                              March 31                           Year Ended December 31
                                        ------------------    -------------------------------------------------------------
                                          2002       2003        1998         1999         2000         2001          2002
                                        ------------------    -------------------------------------------------------------
<S>                                     <C>        <C>        <C>          <C>          <C>          <C>           <C>

Consolidated Companies
   Income before income taxes ........  $621.9     $541.1     $1,523.3     $2,251.7     $2.436.0     $2,164.4      $2,297.4
   Interest expense ..................    46.7       43.0        198.7        213.1        221.8        191.6         182.1
   Interest factor in rent expense ...    13.3       15.0         52.3         50.5         48.6         53.5          55.7
   Amortization of capitalized
     interest ........................     2.9        3.1          9.4         10.0          9.6         10.8          12.0

Equity Affiliates
   Share of 50%-owned:
     Income before income
       taxes .........................    (1.2)       2.0         47.6         43.4         43.0          (.6)         (2.2)
     Interest expense ................      .5         .5          9.9          8.0          7.5          5.5           2.7
     Interest factor in rent
       expense .......................       -          -          1.2           .9           .9           .8            .1
     Amortization of capitalized
       interest.......................       -          -           .5           .6           .5           .2             -
   Distributed income of less than
       50%-owned .....................       -          -         98.1         88.0         96.4        103.8         104.3
                                        ------     ------     --------     --------     --------     --------      --------

Earnings .............................  $684.1     $604.7     $1,941.0     $2,666.2     $2,864.3     $2,530.0      $2,652.1
                                        ======     ======     ========     ========     ========     ========      ========

Consolidated Companies
   Interest expense ..................  $ 46.7     $ 43.0     $  198.7     $  213.1     $  221.8     $  191.6      $  182.1
   Capitalized interest ..............     2.1        2.3         12.4         12.9         20.9         19.6          11.0
   Interest factor in rent expense ...    13.3       15.0         52.3         50.5         48.6         53.5          55.7

Equity Affiliates
   Share of 50%-owned:
     Interest and capitalized
       interest ......................      .5         .9         10.0          8.1          7.5          5.5           2.7
     Interest factor in rent
       expense .......................       -          -          1.2           .9           .9           .8            .1
                                        ------     ------     --------     --------     --------     --------      --------

Fixed Charges ........................  $ 62.6     $ 61.2     $  274.6     $  285.5     $  299.7     $  271.0      $  251.6
                                        ======     ======     ========     ========     ========     ========      ========

         Ratio of earnings to
           fixed charges .............   10.93       9.88         7.07         9.34         9.56         9.34         10.54
                                        ======     ======     ========     ========     ========     ========      ========
<FN>

Note:  The Corporation is contingently liable as guarantor, or directly liable as the original obligor, for certain debt and
       lease obligations of S.D. Warren Company, which was sold in December 1994. The buyer provided the Corporation with a
       letter of credit from a major financial institution guaranteeing repayment of these obligations. No losses are expected
       from these arrangements and they have not been included in the computation of earnings to fixed charges.

</FN>

</TABLE>








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
                                                                    Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Kimberly-Clark Corporation on Form S-3 of our reports dated February 6, 2003,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Kimberly-Clark Corporation for the year ended December 31, 2002 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.




/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
June 10, 2003





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>ex24.txt
<DESCRIPTION>DIRECTORS' POWER OF ATTORNEY
<TEXT>
                                                                      Exhibit 24



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.


                             /s/ Dennis R. Beresford
                             -----------------------
                              Dennis R. Beresford


















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                              /s/ John F. Bergstrom
                              ---------------------
                               John F. Bergstrom















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                             /s/ Pastora San Juan Cafferty
                             -----------------------------
                              Pastora San Juan Cafferty















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                               /s/ Paul J. Collins
                               -------------------
                                Paul J. Collins
















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                              /s/ Robert W. Decherd
                              ---------------------
                               Robert W. Decherd















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                             /s/ Claudio X. Gonzalez
                             -----------------------
                              Claudio X. Gonzalez
















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                               /s/ Mae C. Jemison
                               ------------------
                                Mae C. Jemison
















<PAGE>



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                             /s/ Linda Johnson Rice
                             ----------------------
                              Linda Johnson Rice















<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                               /s/ Marc J. Shapiro
                               -------------------
                                Marc J. Shapiro














<PAGE>



                                POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Mark A. Buthman, John W.
Donehower, O. George Everbach and Randy J. Vest, and each of them, with full
power to act alone, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to
sign on behalf of the undersigned the Corporation's Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration under the Securities Act of up to
$1,500,000,000 of debt securities of the Corporation, and to execute any and all
amendments to such Registration Statement and any additional registration
statement related thereto filed pursuant to Rule 462(b) promulgated under the
Securities Act, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of November, 2002.





                              /s/ Randall L. Tobias
                              ---------------------
                               Randall L. Tobias

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>8
<FILENAME>ex25.txt
<DESCRIPTION>FORM T-1
<TEXT>

                                                                      Exhibit 25


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                   OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)



                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

    A National Banking Association                            31-0838515
                                                            (I.R.S. employer
                                                       identification number)

    100 East Broad Street, Columbus, Ohio                     43271-0181
    (Address of principal executive offices)                (Zip Code)

                  Bank One Trust Company, National Association
                        1 Bank One Plaza, Suite IL1-0126
                          Chicago, Illinois 60670-0126
             Attn: Sandra L. Caruba, Senior Counsel, (312) 336-9436
            (Name, address and telephone number of agent for service)



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



         Delaware                                             39-0394230
   (State or other jurisdiction of                          (I.R.S. employer
   incorporation or organization)                      identification number)


         P. O. Box 619100
         Dallas, Texas                                        75261-9100
(Address of principal executive offices)                    (Zip Code)

                                 Debt Securities
                         (Title of Indenture Securities)

<PAGE>


Item 1.  General Information.  Furnish the following
                  information as to the trustee:

                  (a)      Name and address of each examining or
                  supervising authority to which it is subject.

                  Comptroller of Currency, Washington, D.C.;
                  Federal Deposit Insurance Corporation,
                  Washington, D.C.; The Board of Governors of
                  the Federal Reserve System, Washington D.C.

                  (b)      Whether it is authorized to exercise
                  corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations With the Obligor.  If the obligor
                  is an affiliate of the trustee, describe each
                  such affiliation.

                  No such affiliation exists with the trustee.


Item 16.          List of exhibits. List below all exhibits filed as a part
                  of this Statement of Eligibility.

                  1.  A copy of the articles of association of the trustee now
                      in effect.*

                  2.  A copy of the certificate of authority of the trustee to
                      commence business.*

                  3.  A copy of the authorization of the trustee to exercise
                      corporate trust powers.*

                  4.  A copy of the existing by-laws of the trustee.*

                  5.  Not Applicable.

                  6.  The consent of the trustee required by Section 321(b) of
                      the Act.

                  7.  A copy of the latest report of condition of the trustee
                      published pursuant to law or the requirements of its
                      supervising or examining authority.

                  8.  Not Applicable.

                  9.  Not Applicable.




<PAGE>


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, Bank One Trust Company, National Association, a
         national banking association organized and existing under the laws of
         the United States of America, has duly caused this Statement of
         Eligibility to be signed on its behalf by the undersigned, thereunto
         duly authorized, all in the City of Chicago and State of Illinois, on
         the 2nd day of June, 2003.


                      Bank One Trust Company, National Association,
                      Trustee

                      By  /s/ Sandra L. Caruba
                          --------------------
                          Sandra L. Caruba
                          Senior Counsel






*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company,
National Association, filed as Exhibit 25 to the Registration Statement on Form
S-4 of U S WEST Communications, Inc., filed with the Securities and Exchange
Commission on March 24, 2000 (Registration No. 333-32124).

<PAGE>


                           EXHIBIT 6 TO T-1 STATEMENT



                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                                                    June 2, 2003



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Kimberly-Clark
Corporation and Bank One Trust Company, National Association, as Trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


                  Very truly yours,

                  Bank One Trust Company, National Association



                        By:  /s/Sandra L. Caruba
                             -------------------
                               Sandra L. Caruba
                               Senior Counsel

<PAGE>

                           EXHIBIT 7 TO T-1 STATEMENT

                                                                       FFIEC 041
Bank One Trust Company, N.A.                                                RC-1
- ----------------------------------------
Legal Title of Bank

Columbus                                                                  11
- ----------------------------------------
City

OH                            43271
- ----------------------------------------
State                         Zip Code








FDIC Certificate Number - 21377

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>

Schedule RC--Balance Sheet


                                    Dollar Amounts in Thousands                        RCON       Bil / Mil / Thou
- -------------------------------------------------------------------------------        ----       ----------------
ASSETS
<S>                                                                                    <C>             <C>        <C>

1. Cash and balances due from depository institutions (from Schedule RC-A):
   a. Noninterest-bearing balances and currency and coin (1)___________________        0081            1,055,689  1.a
   b. Interest-bearing balances (2)____________________________________________        0071                    0  1.b
2. Securities:
   a. Held-to-maturity securities (from Schedule RC-B, column A) ______________        1754                    0  2.a
   b. Available-for-sale securities (from Schedule RC-B, column D) ____________        1773                  119  2.b
3. Federal funds sold and securities purchased under agreements to resell:
   a. Federal funds sold ______________________________________________________        B987              716,920  3.a
   b. Securities purchased under agreements to resell (3) _____________________        B989              397,102  3.b
4. Loans and lease financing receivables (from Schedule RC-C):
   a. Loans and leases held for sale __________________________________________        5369                    0  4.a
   b. Loans and leases, net of unearned income _______ B528        95,531                                         4.b
   c. LESS:  Allowance for loan and lease losses _____ 3123           424                                         4.c
   d. Loans and leases, net of unearned income and allowance (item 4.b minus
      4.c) ____________________________________________________________________        B529              95,107   4.d
5. Trading assets (from Schedule RC-D)_________________________________________        3545                   0   5
6. Premises and fixed assets (including capitalized leases)____________________        2145              13,421   6
7. Other real estate owned (from Schedule RC-M)________________________________        2150                   0   7
8. Investments in unconsolidated subsidiaries and associated companies (from
   Schedule RC-M)______________________________________________________________        2130                   0   8
9. Customers' liability to this bank on acceptances outstanding________________        2155                   0   9
10.Intangible assets
   a. Goodwill_________________________________________________________________        3163                   0   10.a
   b. Other intangible assets (from Schedule RC-M) ____________________________        0426               5,567   10.b
11.Other assets (from Schedule RC-F)___________________________________________        2160             372,249   11
12.Total assets (sum of items 1 through 11)____________________________________        2170           2,656,174   12

- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements, regardless of maturity.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                       FFIEC 041
Bank One Trust Company, N.A.                                                RC-2
- ----------------------------------------
Legal Title of Bank

FDIC Certificate Number - 21377                                           12

Schedule RC - Continued

                                    Dollar Amounts in Thousands                        RCON       Bil / Mil / Thou
- -------------------------------------------------------------------------------        ----       ----------------
LIABILITIES
<S>                                                                                    <C>            <C>         <C>

13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule
       RC-E)___________________________________________________________________        2200           1,524,707   13.a
       (1) Noninterest-bearing(1)_____________________ 6631       966,383                                         13.a.1
       (2) Interest-bearing __________________________ 6636       558,324                                         13.a.2
    b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase
    a. Federal funds purchased (2)_____________________________________________        B993                   0   14.a
    b. Securities sold under agreements to repurchase (3) _____________________        B995                   0   14.b
15. Trading liabilities (from Schedule RC-D)___________________________________        3548                   0   15
16. Other borrowed money (includes mortgage indebtedness and obligations
    under capitalized leases) (from Schedule RC-M):____________________________        3190                   0   16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding___________________        2920                   0   18
19. Subordinated notes and debentures (4)______________________________________        3200                   0   19
20. Other liabilities (from Schedule RC-G)_____________________________________        2930             933,944   20
21. Total liabilities (sum of items 13 through 20)_____________________________        2948           2,458,701   21
22. Minority interest in consolidated subsidiaries_____________________________        3000                   0   22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus______________________________        3838                   0   23
24. Common stock_______________________________________________________________        3230                 800   24
25. Surplus (exclude all surplus related to preferred stock) __________________        3839              45,157   25
26. a. Retained earnings_______________________________________________________        3632             151,514   26.a
    b. Accumulated other comprehensive income (5)______________________________        B530                   2   26.b
27. Other equity capital components (6)________________________________________        A130                   0   27
28. Total equity capital (sum of items 23 through 27)__________________________        3210             197,473   28
29. Total liabilities, minority interest, and equity capital (sum of items 21,
    22, and 28)________________________________________________________________        3300           2,656,174   29

Memorandum
To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
   describes the most comprehensive level of auditing work performed for the           RCON            Number
   bank by independent external auditors as of any date during 2002 ___________        6724                   2   M.1
</TABLE>

<TABLE>
<S>                                                                  <C>
1 = Independent audit of the bank conducted in                       4 = Directors' examination of the bank conducted in
    accordance with generally accepted auditing                          accordance with generally accepted auditing
    standards by a certified public accounting firm which                standards by a certified public accounting firm (may
    submits a report on the bank                                         be required by state chartering authority)
2 = Independent audit of the bank's parent holding                   5 = Directors' examination of the bank performed by
    company conducted in accordance with generally                       other external auditors (may be required by state
    accepted auditing standards by a certified public                    chartering authority)
    accounting firm which submits a report on the                    6 = Review of the bank's financial statements by external
    consolidated holding company (but not on the bank                    auditors
    separately)                                                      7 = Compilation of the bank's financial statements by
3 = Attestation on bank management's assertion on the                    external auditors
    effectiveness of the bank's internal control over                8 = Other audit procedures (excluding tax preparation
    financial reporting by a certified public accounting                 work)
    firm                                                             9 = No external audit work
</TABLE>


- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
    "other borrowed money."
(3) Includes all securities repurchase agreements, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, and minimum
    pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.














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