content: <PAGE>   1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 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>
   
              KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION PLAN
     KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION EXCESS BENEFIT PROGRAM
   
                             (Full Title of the Plans)
   
                                 O. GEORGE EVERBACH
                SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                  P.O. BOX 619100
                              DALLAS, TEXAS 75261-9100
                                   (972) 281-1200
   
  (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =====================================================================================================
                                                                 PROPOSED     PROPOSED
                                                                  MAXIMUM      MAXIMUM
                                                                 OFFERING     AGGREGATE     AMOUNT OF
    TITLE OF SECURITIES                       AMOUNT TO BE         PRICE      OFFERING    REGISTRATION
     TO BE REGISTERED                          REGISTERED        PER UNIT       PRICE          FEE
  -----------------------------------------------------------------------------------------------------
  <S>                                     <C>                  <C>          <C>          <C>
  Common Stock, $1.25 par value(1)........  1,000,000 shares(2)    $96.875   $96,875,000   $29,357(3)
  -----------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights(1)......   1,000,000 rights       (4)          (4)           (4)
  -----------------------------------------------------------------------------------------------------
  Interests in Retirement Contribution
    Excess Benefit Program(1).............      $10,000,000        100%      $10,000,000     $3,030
  =====================================================================================================
  </TABLE>
   
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this Registration Statement also covers an indeterminate amount of
      interests to be offered and sold pursuant to the Plans.
   
  (2) The shares of common stock being registered consist of shares to be acquired
      by the Trustee pursuant to the Kimberly-Clark Corporation Retirement
      Contribution Plan for the accounts of participants.
   
  (3) 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 $96.875, the average of the high and low
      prices of the common stock on December 3, 1996, as reported in the
      consolidated reporting system.
   
  (4) 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 Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1996, June 30, 1996 and September 30, 1996.
   
            3. The Registrant's Current Report on Form 8-K/A dated December 12,
       1995;
   
            4. 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
   
            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.
   
       All documents filed by the Registrant and the Plans 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
   
                                        II-2
  <PAGE>   3
   
  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 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
                          December 12, 1995, is hereby incorporated by reference to Exhibit 
                          No. (3) to the Quarterly Report on Form 10-Q of the Registrant 
                          for the quarter ended June 30, 1996.
  
            4.2*       -- By-laws of the Registrant, as amended November 22, 1996.
  </TABLE>
   
                                        II-3
  <PAGE>   4
   
  <TABLE>
  <C>                  <S>
            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*       -- Retirement Contribution Plan.
  
            4.5*       -- Retirement Contribution Excess Benefit Program.
  
           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) The Registrant will submit or has submitted the Plans and any
  amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
  and has made or will make all changes required by the IRS in order to qualify
  the Plans.
   
  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.
   
                                        II-4
  <PAGE>   5
   
       (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-5
  <PAGE>   6
   
                                     SIGNATURES
   
    The Registrant
   
       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 6, 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     December 6, 1996
               ------------------------            Chief Executive Officer
                Wayne R. Sanders                   and Director (principal
                                                   executive officer)  
                                                   
                /s/  JOHN W. DONEHOWER           Senior Vice President and     December 6, 1996
               ------------------------            Chief Financial Officer
                John W. Donehower                    (principal financial
                                                      officer) 
                                                   
                    /s/  RANDY J. VEST             Vice President and          December 6, 1996
               ------------------------           Controller (principal
                  Randy J. Vest                    accounting 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
  
  December 6, 1996
  
  *By:   /s/ O. GEORGE EVERBACH
      --------------------------------    
           O. George Everbach
            Attorney-in-Fact
  </TABLE>
   
                                        II-6
  <PAGE>   7
   
    The Plans
   
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  Kimberly-Clark Corporation, as Plan Administrator of the Plans, has duly caused
  this Registration Statement to be signed by the undersigned, thereunto duly
  authorized, in the City of Knoxville, State of Tennessee, on the 6th day of
  December, 1996.
   
                                              KIMBERLY-CLARK CORPORATION
                                              RETIREMENT CONTRIBUTION PLAN and
                                              KIMBERLY-CLARK CORPORATION
                                              RETIREMENT CONTRIBUTION
                                              EXCESS BENEFIT PROGRAM
   
                                              (The Plans)
   
                                              By:   /s/  BRUCE J. OLSON
                                                 ---------------------------------
                                                         Bruce J. Olson
                                              Vice President -- Corporate Services
                                                   Kimberly-Clark Corporation
   
                                        II-7
  <PAGE>   8
   
                                   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
                          December 12, 1995, is hereby incorporated by reference to Exhibit 
                          No. (3) to the Quarterly Report on Form 10-Q of the Registrant for 
                          the quarter ended June 30, 1996.
  
            4.2*       -- By-laws of the Registrant, as amended November 22, 1996.
  
            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*       -- Retirement Contribution Plan.
  
            4.5*       -- Retirement Contribution Excess Benefit Program.
  
           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>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24296}]
metadata_filer: {"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": "333-17367", "film-number": "96676656"}, "business-address": {"street1": "P O BOX 619100", "street2": "DFW AIRPORT STATION", "city": "DALLAS", "state": "TX", "zip": "75261-9100", "phone": "2142811200"}}
text: 1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 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)
  KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION PLAN
     KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION EXCESS BENEFIT PROGRAM
   
                             (Full Title of the Plans)
   
                                 O. GEORGE EVERBACH
                SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                                  P.O. BOX 619100
                              DALLAS, TEXAS 75261-9100
                                   (972) 281-1200
   
  (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
  
                          CALCULATION OF REGISTRATION FEE
  =====================================================================================================
                                                                 PROPOSED     PROPOSED
                                                                  MAXIMUM      MAXIMUM
                                                                 OFFERING     AGGREGATE     AMOUNT OF
    TITLE OF SECURITIES                       AMOUNT TO BE         PRICE      OFFERING    REGISTRATION
     TO BE REGISTERED                          REGISTERED        PER UNIT       PRICE          FEE
  -----------------------------------------------------------------------------------------------------
  Common Stock, $1.25 par value(1)........  1,000,000 shares(2)    $96.875   $96,875,000   $29,357(3)
  -----------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights(1)......   1,000,000 rights       (4)          (4)           (4)
  -----------------------------------------------------------------------------------------------------
  Interests in Retirement Contribution
    Excess Benefit Program(1).............      $10,000,000        100%      $10,000,000     $3,030
  =====================================================================================================
  (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this Registration Statement also covers an indeterminate amount of
      interests to be offered and sold pursuant to the Plans.
   
  (2) The shares of common stock being registered consist of shares to be acquired
      by the Trustee pursuant to the Kimberly-Clark Corporation Retirement
      Contribution Plan for the accounts of participants.
   
  (3) 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 $96.875, the average of the high and low
      prices of the common stock on December 3, 1996, as reported in the
      consolidated reporting system.
   
  (4) 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 Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1996, June 30, 1996 and September 30, 1996.
   
            3. The Registrant's Current Report on Form 8-K/A dated December 12,
       1995;
   
            4. 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
   
            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.
   
       All documents filed by the Registrant and the Plans 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
   
                                        II-2
  3
   
  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 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
                          December 12, 1995, is hereby incorporated by reference to Exhibit 
                          No. (3) to the Quarterly Report on Form 10-Q of the Registrant 
                          for the quarter ended June 30, 1996.
  
            4.2*       -- By-laws of the Registrant, as amended November 22, 1996.
  II-3
  4
  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*       -- Retirement Contribution Plan.
  
            4.5*       -- Retirement Contribution Excess Benefit Program.
  
           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) The Registrant will submit or has submitted the Plans and any
  amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
  and has made or will make all changes required by the IRS in order to qualify
  the Plans.
   
  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.
   
                                        II-4
  5
   
       (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-5
  6
   
                                     SIGNATURES
   
    The Registrant
   
       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 6, 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     December 6, 1996
               ------------------------            Chief Executive Officer
                Wayne R. Sanders                   and Director (principal
                                                   executive officer)  
                                                   
                /s/  JOHN W. DONEHOWER           Senior Vice President and     December 6, 1996
               ------------------------            Chief Financial Officer
                John W. Donehower                    (principal financial
                                                      officer) 
                                                   
                    /s/  RANDY J. VEST             Vice President and          December 6, 1996
               ------------------------           Controller (principal
                  Randy J. Vest                    accounting 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
  
  December 6, 1996
  
  *By:   /s/ O. GEORGE EVERBACH
      --------------------------------    
           O. George Everbach
            Attorney-in-Fact
  II-6
  7
   
    The Plans
   
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  Kimberly-Clark Corporation, as Plan Administrator of the Plans, has duly caused
  this Registration Statement to be signed by the undersigned, thereunto duly
  authorized, in the City of Knoxville, State of Tennessee, on the 6th day of
  December, 1996.
   
                                              KIMBERLY-CLARK CORPORATION
                                              RETIREMENT CONTRIBUTION PLAN and
                                              KIMBERLY-CLARK CORPORATION
                                              RETIREMENT CONTRIBUTION
                                              EXCESS BENEFIT PROGRAM
   
                                              (The Plans)
   
                                              By:   /s/  BRUCE J. OLSON
                                                 ---------------------------------
                                                         Bruce J. Olson
                                              Vice President -- Corporate Services
                                                   Kimberly-Clark Corporation
   
                                        II-7
  8
   
                                   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
                          December 12, 1995, is hereby incorporated by reference to Exhibit 
                          No. (3) to the Quarterly Report on Form 10-Q of the Registrant for 
                          the quarter ended June 30, 1996.
  
            4.2*       -- By-laws of the Registrant, as amended November 22, 1996.
  
            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*       -- Retirement Contribution Plan.
  
            4.5*       -- Retirement Contribution Excess Benefit Program.
  
           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.