<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995
                                                       REGISTRATION NO. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             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                             (I.R.S. Employer
of Incorporation or Organization)                        Identification Number)
                                                         
         P.O. BOX 619100                                       75261-9100
          DALLAS, TEXAS                                        (Zip Code)
 (Address of Principal Executive                         
             Offices)                                    

         KIMBERLY-CLARK CANADA INC. EMPLOYEE INCENTIVE INVESTMENT PLAN
                            (Full Title of the Plan)

                               O. GEORGE EVERBACH
              SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (212) 281-1200
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=============================================================================================================
Title of Securities to     Amount to be         Proposed Maximum       Proposed Maximum      Amount of
be Registered              Registered           Offering Price Per     Aggregate Offering    Registration Fee
                                                Share                  Price
- -------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                   <C>                     <C>
Common Stock, $1.25        350,000 shares       $76.6875              $26,840,625             $9,256
par value
- -------------------------------------------------------------------------------------------------------------
Preferred Stock            350,000 rights              (2)                   (2)                   (2)
Purchase Rights
=============================================================================================================
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, pursuant to
Rule 457(c) thereunder, based on $76.6875 the average of the high and low
prices of the Common Stock on November 29, 1995, as reported in the
consolidated reporting system.

(2)  The Preferred Stock Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby.  Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.

================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "SEC") are incorporated herein
by reference:

1.       The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1994;

2.       The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, June 30 and September 30, 1995;

3.       The Registrant's Current Reports on Form 8-K reporting events on
         January 9, May 9, June 13, July 16, September 7 and September 22,
         1995;

4.       The Registrant's Registration Statement on Form S-4 (Registration No.
         33-64063) relating to the proposed merger of a wholly-owned subsidary
         of the Registrant into Scott Paper Company, whereby the latter will
         become a wholly-owned subsidary of the Registrant, including the
         description of the Registrant's Common Stock contained in the Joint
         Proxy  Statement/Prospectus constituting a part of such Registration 
         Statement; and
        
5.       The description of the Registrant's Preferred Stock Purchase Rights
         contained in Registration Statements on Form 8-A and Form 8-A/A filed
         by the Registrant with the SEC on June 21, 1988 and June 13, 1995,
         respectively, including any amendments or reports filed for the
         purpose of updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the dates of filing of such reports and documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.


                                      II-2
<PAGE>   3

Item 4. Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's By-laws (the "By-Laws") provide, among other things,
that the Registrant 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 Registrant) by reason of the
fact that he is or was a Director or officer of the Registrant, or is or was
serving at the request of the Registrant as a Director or officer of another
corporation, or in the case of an officer or Director of the Registrant 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 Registrant, 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 Registrant to procure a judgment in its favor by reason of the fact that
he is or was a Director or officer of the Registrant, or is or was serving at
the request of the Registrant as a Director or officer of another corporation,
or in the case of an officer or Director of the Registrant 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 Registrant 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 Registrant
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 all 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 Registrant is not required to indemnify any
Director or officer of the Registrant





                                      II-3
<PAGE>   4
in connection with a proceeding (or portion thereof) initiated by such Director
or officer against the Registrant 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 Registrant 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 Registrant 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 Registrant has purchased insurance which purports to insure the
Registrant against certain costs of indemnification which may be incurred by it
pursuant to the By-Laws and to insure the officers and Directors of the
Registrant, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a) The following is a list of Exhibits included as part of this
Registration Statement.  The Registrant agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request.  Items marked with an asterisk
are filed herewith.

4.1        Restated Certificate of Incorporation of the Registrant, dated April
           16, 1987, is hereby incorporated by reference to Exhibit No.(4)e to
           the Registration Statement on Form S-8 of the Registrant filed with
           the SEC on February 16, 1993 (Registration No. 33-58402).

4.2        By-laws of the Registrant, as amended June 8, 1995, are hereby
           incorporated by reference to Exhibit No. (3) to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

4.3        Rights Agreement dated as of June 21, 1988, as amended and restated
           as of June 8, 1995, between the Registrant and





                                      II-4
<PAGE>   5
           The First National Bank of Boston, as Rights Agent, is hereby
           incorporated by reference to Exhibit No. 1 to the Registration
           Statement on Form 8-A/A of the Registrant filed with the SEC on June
           13, 1995.

4.4*       Kimberly-Clark Canada Inc. Employee Incentive Investment Plan.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Price Waterhouse LLP.

24*        Powers of Attorney.

(b)      Not applicable.


Item 9.  Undertakings.

         (a)  The undersigned Registrant 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, as amended (the "Securities Act");

                 (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the 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; and 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 percent 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 the registration
         statement or any material change to such information in the
         registration statement;





                                      II-5
<PAGE>   6
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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 SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant 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 Securities Act and will be governed
by the final adjudication of such issue.





                                      II-6
<PAGE>   7
                                   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-8 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 December 1, 1995.


                                                   KIMBERLY-CLARK CORPORATION

                                                   By:

                                                   Wayne R. Sanders         
                                                   -------------------------
                                                   Wayne R. Sanders
                                                   Chairman of the Board and
                                                   Chief Executive Officer





                                      II-7
<PAGE>   8
         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<S>                       <C>                               <C>
Wayne R. Sanders          Chairman of the Board             December 1, 1995
- -----------------         and Chief Executive                               
Wayne R. Sanders          Officer and Director
                          (principal executive
                          officer)            
                                              
John W. Donehower         Senior Vice President             December 1, 1995
- -----------------         and Chief Financia                                
John W. Donehower         Officer (principal
                          financial officer)
                                            
Randy J. Vest             Vice President and                December 1, 1995
- -----------------         Controller (principal                             
Randy J. Vest             accounting officer)  
                                               

</TABLE>

                                   DIRECTORS

<TABLE>
<S>                                        <C>
        *                                             *             
- -------------------------                  -------------------------
John F. Bergstrom                          Pastora San Juan Cafferty

        *                                             *             
- -------------------------                  -------------------------
Paul J. Collins                            William O. Fifield

        *                                             *             
- -------------------------                  -------------------------
Claudio X. Gonzalez                        James G. Grosklaus

        *                                             *             
- -------------------------                  -------------------------
Louis E. Levy                              Frank A. McPherson

        *                                             *             
- -------------------------                  -------------------------
Linda Johnson Rice                         Wolfgang R. Schmitt

        *                
- -------------------------
Randall L. Tobias

</TABLE>


December 1, 1995

*By: O. George Everbach
     ------------------
     O. George Everbach
     Attorney-in-Fact





                                      II-8
<PAGE>   9
                                 Exhibit Index


         The following is a list of Exhibits included as part of this
Registration Statement.  Items marked with an asterisk are filed herewith.


<TABLE>
<CAPTION>
No.        Description of Exhibit
- ---        ----------------------
<S>        <C>

4.1        Restated Certificate of Incorporation of the Registrant, dated April 16, 1987, is hereby incorporated by
           reference to Exhibit No.(4)e to the Registration Statement on Form S-8 of the Registrant filed with the SEC
           on February 16, 1993 (Registration No. 33-58402).

4.2        By-laws of the Registrant, as amended June 8, 1995, are hereby incorporated by reference to Exhibit No. (3)
           to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

4.3        Rights Agreement dated as of June 21, 1988, as amended and restated as of June 8, 1995, between the
           Registrant and The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to
           Exhibit No. 1 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on June 13,
           1995.

4.4*       Kimberly-Clark Canada Inc. Employee Incentive Investment Plan.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Price Waterhouse LLP.

24*        Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21668}]
{"company-data": {"conformed-name": "KIMBERLY CLARK CORP", "cik": "0000055785", "assigned-sic": "2621", "irs-number": "390394230", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64689", "film-number": "95598661"}, "business-address": {"street1": "P O BOX 619100", "street2": "DFW AIRPORT STATION", "city": "DALLAS", "state": "TX", "zip": "75261-9100", "phone": "2142811200"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995
                                                       REGISTRATION NO. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             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                             (I.R.S. Employer
of Incorporation or Organization)                        Identification Number)
                                                         
         P.O. BOX 619100                                       75261-9100
          DALLAS, TEXAS                                        (Zip Code)
 (Address of Principal Executive                         
             Offices)                                    

         KIMBERLY-CLARK CANADA INC. EMPLOYEE INCENTIVE INVESTMENT PLAN
                            (Full Title of the Plan)

                               O. GEORGE EVERBACH
              SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (212) 281-1200
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Securities to     Amount to be         Proposed Maximum       Proposed Maximum      Amount of
be Registered              Registered           Offering Price Per     Aggregate Offering    Registration Fee
                                                Share                  Price
- -------------------------------------------------------------------------------------------------------------
Common Stock, $1.25        350,000 shares       $76.6875              $26,840,625             $9,256
par value
- -------------------------------------------------------------------------------------------------------------
Preferred Stock            350,000 rights              (2)                   (2)                   (2)
Purchase Rights
=============================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, pursuant to
Rule 457(c) thereunder, based on $76.6875 the average of the high and low
prices of the Common Stock on November 29, 1995, as reported in the
consolidated reporting system.

(2)  The Preferred Stock Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby.  Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "SEC") are incorporated herein
by reference:

1.       The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 1994;

2.       The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, June 30 and September 30, 1995;

3.       The Registrant's Current Reports on Form 8-K reporting events on
         January 9, May 9, June 13, July 16, September 7 and September 22,
         1995;

4.       The Registrant's Registration Statement on Form S-4 (Registration No.
         33-64063) relating to the proposed merger of a wholly-owned subsidary
         of the Registrant into Scott Paper Company, whereby the latter will
         become a wholly-owned subsidary of the Registrant, including the
         description of the Registrant's Common Stock contained in the Joint
         Proxy  Statement/Prospectus constituting a part of such Registration 
         Statement; and
        
5.       The description of the Registrant's Preferred Stock Purchase Rights
         contained in Registration Statements on Form 8-A and Form 8-A/A filed
         by the Registrant with the SEC on June 21, 1988 and June 13, 1995,
         respectively, including any amendments or reports filed for the
         purpose of updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the dates of filing of such reports and documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-2
3

Item 4. Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's By-laws (the "By-Laws") provide, among other things,
that the Registrant 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 Registrant) by reason of the
fact that he is or was a Director or officer of the Registrant, or is or was
serving at the request of the Registrant as a Director or officer of another
corporation, or in the case of an officer or Director of the Registrant 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 Registrant, 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 Registrant to procure a judgment in its favor by reason of the fact that
he is or was a Director or officer of the Registrant, or is or was serving at
the request of the Registrant as a Director or officer of another corporation,
or in the case of an officer or Director of the Registrant 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 Registrant 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 Registrant
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 all 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 Registrant is not required to indemnify any
Director or officer of the Registrant

                                      II-3
4
in connection with a proceeding (or portion thereof) initiated by such Director
or officer against the Registrant 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 Registrant 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 Registrant 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 Registrant has purchased insurance which purports to insure the
Registrant against certain costs of indemnification which may be incurred by it
pursuant to the By-Laws and to insure the officers and Directors of the
Registrant, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a) The following is a list of Exhibits included as part of this
Registration Statement.  The Registrant agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request.  Items marked with an asterisk
are filed herewith.

4.1        Restated Certificate of Incorporation of the Registrant, dated April
           16, 1987, is hereby incorporated by reference to Exhibit No.(4)e to
           the Registration Statement on Form S-8 of the Registrant filed with
           the SEC on February 16, 1993 (Registration No. 33-58402).

4.2        By-laws of the Registrant, as amended June 8, 1995, are hereby
           incorporated by reference to Exhibit No. (3) to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

4.3        Rights Agreement dated as of June 21, 1988, as amended and restated
           as of June 8, 1995, between the Registrant and

                                      II-4
5
           The First National Bank of Boston, as Rights Agent, is hereby
           incorporated by reference to Exhibit No. 1 to the Registration
           Statement on Form 8-A/A of the Registrant filed with the SEC on June
           13, 1995.

4.4*       Kimberly-Clark Canada Inc. Employee Incentive Investment Plan.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Price Waterhouse LLP.

24*        Powers of Attorney.

(b)      Not applicable.

Item 9.  Undertakings.

         (a)  The undersigned Registrant 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, as amended (the "Securities Act");

                 (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the 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; and 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 percent 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 the registration
         statement or any material change to such information in the
         registration statement;

                                      II-5
6
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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 SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant 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 Securities Act and will be governed
by the final adjudication of such issue.

                                      II-6
7
                                   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-8 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 December 1, 1995.

                                                   KIMBERLY-CLARK CORPORATION

                                                   By:

                                                   Wayne R. Sanders         
                                                   -------------------------
                                                   Wayne R. Sanders
                                                   Chairman of the Board and
                                                   Chief Executive Officer

                                      II-7
8
         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Wayne R. Sanders          Chairman of the Board             December 1, 1995
- -----------------         and Chief Executive                               
Wayne R. Sanders          Officer and Director
                          (principal executive
                          officer)            
                                              
John W. Donehower         Senior Vice President             December 1, 1995
- -----------------         and Chief Financia                                
John W. Donehower         Officer (principal
                          financial officer)
                                            
Randy J. Vest             Vice President and                December 1, 1995
- -----------------         Controller (principal                             
Randy J. Vest             accounting officer)
DIRECTORS
*                                             *             
- -------------------------                  -------------------------
John F. Bergstrom                          Pastora San Juan Cafferty

        *                                             *             
- -------------------------                  -------------------------
Paul J. Collins                            William O. Fifield

        *                                             *             
- -------------------------                  -------------------------
Claudio X. Gonzalez                        James G. Grosklaus

        *                                             *             
- -------------------------                  -------------------------
Louis E. Levy                              Frank A. McPherson

        *                                             *             
- -------------------------                  -------------------------
Linda Johnson Rice                         Wolfgang R. Schmitt

        *                
- -------------------------
Randall L. Tobias
December 1, 1995

*By: O. George Everbach
     ------------------
     O. George Everbach
     Attorney-in-Fact

                                      II-8
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                                 Exhibit Index

         The following is a list of Exhibits included as part of this
Registration Statement.  Items marked with an asterisk are filed herewith.
No.        Description of Exhibit
- ---        ----------------------
4.1        Restated Certificate of Incorporation of the Registrant, dated April 16, 1987, is hereby incorporated by
           reference to Exhibit No.(4)e to the Registration Statement on Form S-8 of the Registrant filed with the SEC
           on February 16, 1993 (Registration No. 33-58402).

4.2        By-laws of the Registrant, as amended June 8, 1995, are hereby incorporated by reference to Exhibit No. (3)
           to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

4.3        Rights Agreement dated as of June 21, 1988, as amended and restated as of June 8, 1995, between the
           Registrant and The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to
           Exhibit No. 1 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on June 13,
           1995.

4.4*       Kimberly-Clark Canada Inc. Employee Incentive Investment Plan.

23.1*      Consent of Deloitte & Touche LLP.

23.2*      Consent of Coopers & Lybrand L.L.P.

23.3*      Consent of Price Waterhouse LLP.

24*        Powers of Attorney.