<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1996
 
                                                      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)
 
<TABLE>
<S>                                           <C>
                   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)
</TABLE>
 
                   OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
 
                            (Full Title of the Plan)
 
                               O. GEORGE EVERBACH
              SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (214) 281-1200
 
           (Name, Address and Telephone Number, Including Area Code,
                             of Agent for Service)
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
==================================================================================================
                                                       PROPOSED       PROPOSED
                                                        MAXIMUM        MAXIMUM
TITLE OF SECURITIES                  AMOUNT TO BE   OFFERING PRICE    AGGREGATE      AMOUNT OF
TO BE REGISTERED                      REGISTERED       PER SHARE   OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S>                               <C>               <C>            <C>            <C>
Common Stock, $1.25 par value.....   35,000 shares      $71.375      $2,498,125         $862
- --------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights...   35,000 rights        (2)            (2)            (2)
==================================================================================================
</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 $71.375, the average of the high and low
    prices of the Common Stock on April 15, 1996, 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, 1995;
 
          2. The Registrant's Current Report on Form 8-K/A dated December 12,
     1995;
 
          3. The description of the Registrant's Common Stock contained in the
     Joint Proxy Statement/Prospectus constituting a part of the Registrant's
     Registration Statement on Form S-4 (Registration No. 33-64063); and
 
          4. 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.
 
     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.
 
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 a Director or officer 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
 
                                      II-2
<PAGE>   3
 
Director or officer of another corporation, or, in the case of a Director or
officer 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 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.
 
<TABLE>
          <C>        <S>
          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        -- Certificate of Amendment of the Restated Certificate of Incorporation
                        of the Registrant, dated December 12, 1995, is hereby incorporated by
                        reference to Exhibit No. (3)b to the Annual Report on Form 10-K of
                        the Registrant for the year ended December 31, 1995.

          4.3        -- 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.
</TABLE>
 
                                      II-3
<PAGE>   4
 
<TABLE>
         <C>         <S>
          4.4        -- 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.
          4.5*       -- Outside Directors' Stock Compensation 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>
 
     (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;
 
     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
 
                                      II-4
<PAGE>   5
 
     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-5
<PAGE>   6
 
                                   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 April 18, 1996.
 
                                            KIMBERLY-CLARK CORPORATION
 
                                            By:  /s/  WAYNE R. SANDERS
                                                 --------------------------
                                                      Wayne R. Sanders
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     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>
<C>                                            <S>                             <C>
            /s/  WAYNE R. SANDERS              Chairman of the Board and         April 18, 1996
- ------------------------------------------       Chief Executive Officer and
              Wayne R. Sanders                   Director (principal        
                                                 executive officer)         
                                                                            

           /s/  JOHN W. DONEHOWER              Senior Vice President and         April 18, 1996
- ------------------------------------------       Chief Financial Officer
              John W. Donehower                  (principal financial   
                                                 officer)               
                                                                        

             /s/  RANDY J. VEST                Vice President and Controller     April 18, 1996
- ------------------------------------------       (principal accounting
                Randy J. Vest                    officer)             
                                                                      
</TABLE>
 
                                   DIRECTORS
 
<TABLE>
<S>                                               <C>
                       *                                                *
- --------------------------------------------        ------------------------------------------
              John F. Bergstrom                                   Louis E. Levy

                       *                                                *
- --------------------------------------------        ------------------------------------------
          Pastora San Juan Cafferty                            Frank A. McPherson

                       *                                                *
- --------------------------------------------        ------------------------------------------
               Paul J. Collins                                 Linda Johnson Rice

                       *                                                *
- --------------------------------------------        ------------------------------------------
              Robert W. Decherd                                Wolfgang R. Schmitt

                       *                                                *
- --------------------------------------------        ------------------------------------------
             William O. Fifield                                 Randall L. Tobias

                       *                            
- --------------------------------------------        
             Claudio X. Gonzalez


April 18, 1996

*By:     /s/ O. GEORGE EVERBACH
    ----------------------------------------        
             O. George Everbach
              Attorney-in-Fact
</TABLE>
 
                                      II-6
<PAGE>   7
 
                                 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
- ------------------   ------------------------------------------------------------------------
<C>                  <S>
          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        -- Certificate of Amendment of the Restated Certificate of Incorporation
                        of the Registrant, dated December 12, 1995, is hereby incorporated by
                        reference to Exhibit No. (3)b to the Annual Report on Form 10-K of
                        the Registrant for the year ended December 31, 1995.
          4.3        -- 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.
          4.4        -- 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.
          4.5*       -- Outside Directors' Stock Compensation 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": 22897}]
{"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": "333-02607", "film-number": "96548306"}, "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 APRIL 18, 1996
 
                                                      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)
OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
 
                            (Full Title of the Plan)
 
                               O. GEORGE EVERBACH
              SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (214) 281-1200
 
           (Name, Address and Telephone Number, Including Area Code,
                             of Agent for Service)
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                       PROPOSED       PROPOSED
                                                        MAXIMUM        MAXIMUM
TITLE OF SECURITIES                  AMOUNT TO BE   OFFERING PRICE    AGGREGATE      AMOUNT OF
TO BE REGISTERED                      REGISTERED       PER SHARE   OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value.....   35,000 shares      $71.375      $2,498,125         $862
- --------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights...   35,000 rights        (2)            (2)            (2)
==================================================================================================
(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 $71.375, the average of the high and low
    prices of the Common Stock on April 15, 1996, 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, 1995;
 
          2. The Registrant's Current Report on Form 8-K/A dated December 12,
     1995;
 
          3. The description of the Registrant's Common Stock contained in the
     Joint Proxy Statement/Prospectus constituting a part of the Registrant's
     Registration Statement on Form S-4 (Registration No. 33-64063); and
 
          4. 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.
 
     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.
 
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 a Director or officer 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
 
                                      II-2
3
 
Director or officer of another corporation, or, in the case of a Director or
officer 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 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        -- Certificate of Amendment of the Restated Certificate of Incorporation
                        of the Registrant, dated December 12, 1995, is hereby incorporated by
                        reference to Exhibit No. (3)b to the Annual Report on Form 10-K of
                        the Registrant for the year ended December 31, 1995.

          4.3        -- 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.
II-3
4
4.4        -- 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.
          4.5*       -- Outside Directors' Stock Compensation 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;
 
     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
 
                                      II-4
5
 
     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-5
6
 
                                   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 April 18, 1996.
 
                                            KIMBERLY-CLARK CORPORATION
 
                                            By:  /s/  WAYNE R. SANDERS
                                                 --------------------------
                                                      Wayne R. Sanders
                                                 Chairman of the Board and
                                                  Chief Executive Officer
 
     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.
/s/  WAYNE R. SANDERS              Chairman of the Board and         April 18, 1996
- ------------------------------------------       Chief Executive Officer and
              Wayne R. Sanders                   Director (principal        
                                                 executive officer)         
                                                                            

           /s/  JOHN W. DONEHOWER              Senior Vice President and         April 18, 1996
- ------------------------------------------       Chief Financial Officer
              John W. Donehower                  (principal financial   
                                                 officer)               
                                                                        

             /s/  RANDY J. VEST                Vice President and Controller     April 18, 1996
- ------------------------------------------       (principal accounting
                Randy J. Vest                    officer)
DIRECTORS
*                                                *
- --------------------------------------------        ------------------------------------------
              John F. Bergstrom                                   Louis E. Levy

                       *                                                *
- --------------------------------------------        ------------------------------------------
          Pastora San Juan Cafferty                            Frank A. McPherson

                       *                                                *
- --------------------------------------------        ------------------------------------------
               Paul J. Collins                                 Linda Johnson Rice

                       *                                                *
- --------------------------------------------        ------------------------------------------
              Robert W. Decherd                                Wolfgang R. Schmitt

                       *                                                *
- --------------------------------------------        ------------------------------------------
             William O. Fifield                                 Randall L. Tobias

                       *                            
- --------------------------------------------        
             Claudio X. Gonzalez

April 18, 1996

*By:     /s/ O. GEORGE EVERBACH
    ----------------------------------------        
             O. George Everbach
              Attorney-in-Fact
II-6
7
 
                                 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        -- Certificate of Amendment of the Restated Certificate of Incorporation
                        of the Registrant, dated December 12, 1995, is hereby incorporated by
                        reference to Exhibit No. (3)b to the Annual Report on Form 10-K of
                        the Registrant for the year ended December 31, 1995.
          4.3        -- 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.
          4.4        -- 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.
          4.5*       -- Outside Directors' Stock Compensation 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.