content: <PAGE>   1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
   
                                                       REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         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 1999 RESTRICTED STOCK PLAN
                             (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
          TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE        AGGREGATE             AMOUNT OF
           TO BE REGISTERED                 REGISTERED           PER UNIT         OFFERING PRICE       REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                    <C>              <C>                    <C>
  Common Stock, $1.25 par value......    2,500,000 shares      $48.5625(1)       $121,406,250(1)           $33,751
  -----------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights....    2,500,000 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 $48.5625, the average of the high and
      low prices of the common stock on January 28, 1999, 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, 1997;
   
            2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1998, June 30, 1998 and September 30, 1998.
   
            3. The Registrant's Current Reports on Form 8-K dated January 27,
       1998, February 27, 1998 and January 26, 1999;
   
            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. 333-40013); and
   
            5. The description of the Registrant's Preferred Stock Purchase Rights
       contained in Registration Statements on Form 8-A and amendments thereto
       filed by the Registrant with the SEC on June 21, 1988, June 13, 1995 and
       March 17, 1997.
   
       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.
   
       Certain legal matters have been passed upon for the Registrant by O. George
  Everbach, Senior Vice President -- Law and Government Affairs of the Registrant.
  As of January 31, 1999, Mr. Everbach owned 59,648 shares of the Registrant's
  common stock and held options to acquire 258,718 shares of such common stock (of
  which options to acquire 145,118 shares are presently exercisable), and, as of
  January 6, 1999, 16,359.40 shares of such common stock were attributable to his
  account under the Registrant's Salaried Employees Incentive Investment Plan. Mr.
  Everbach also participates in other employee benefit plans of the Registrant.
   
  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
   
                                        II-2
  <PAGE>   3
   
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, and
  (ii) indemnify any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action or suit by or in the right
  of the Registrant to procure a judgment in its favor by reason of the fact that
  he is or was a director or officer of the Registrant, or is or was serving at
  the request of the Registrant as a director or officer of another corporation,
  or, in the case of 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.
   
       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 June 12, 1997, is hereby incorporated by reference
                              to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
                              the Registrant for the quarter ended June 30, 1997.
  </TABLE>
   
                                        II-3
  <PAGE>   4
  <TABLE>
  <C>                      <S>
            4.2            -- By-Laws of the Registrant, as amended November 22, 1996,
                              are hereby incorporated by reference to Exhibit No. 4.2
                              to the Registration Statement on Form S-8 of the
                              Registrant filed with the SEC on December 6, 1996
                              (Registration No. 33-17367).
            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            -- Certificate of Adjustment, dated March 7, 1997, filed by
                              the Registrant with The First National Bank of Boston, as
                              Rights Agent, is hereby incorporated by reference to
                              Exhibit No. 2 to the Registration Statement on Form 8-A/A
                              of the Registrant filed with the SEC on March 17, 1997.
            4.5*           -- Kimberly-Clark Corporation 1999 Restricted Stock Plan.
            5*             -- Opinion of O. George Everbach.
           23.1*           -- Consent of Deloitte & Touche LLP.
           23.2*           -- Consent of PricewaterhouseCoopers L.L.P.
           23.3*           -- Consent of O. George Everbach is contained in his opinion
                              filed as Exhibit No. 5.
           24*             -- Powers of Attorney.
  </TABLE>
   
  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. 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.
   
                                        II-4
  <PAGE>   5
   
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
       the Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated by reference in the registration statement shall be deemed to
       be a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
       (c) Insofar as indemnification for liabilities arising under the Securities
       Act may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that in the opinion of the SEC such
       indemnification is against public policy as expressed in the Securities Act
       and is, therefore, unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                        II-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 February 3, 1999.
   
                                              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    February 3, 1999
  -----------------------------------------------------    Chief Executive Officer
                    Wayne R. Sanders                       and Director (principal
                                                           executive officer)
   
                  /s/ JOHN W. DONEHOWER                  Senior Vice President and    February 3, 1999
  -----------------------------------------------------    Chief Financial Officer
                    John W. Donehower                      (principal financial
                                                           officer)
   
                    /s/ RANDY J. VEST                    Vice President and           February 3, 1999
  -----------------------------------------------------    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
   
  February 3, 1999
   
               *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 June 12, 1997, is hereby incorporated by reference
                              to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
                              the Registrant for the quarter ended June 30, 1997.
            4.2            -- By-Laws of the Registrant, as amended November 22, 1996,
                              are hereby incorporated by reference to Exhibit No. 4.2
                              to the Registration Statement on Form S-8 of the
                              Registrant filed with the SEC on December 6, 1996
                              (Registration No. 33-17367).
            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            -- Certificate of Adjustment, dated March 7, 1997, filed by
                              the Registrant with The First National Bank of Boston, as
                              Rights Agent, is hereby incorporated by reference to
                              Exhibit No. 2 to the Registration Statement on Form 8-A/A
                              of the Registrant filed with the SEC on March 17, 1997.
            4.5*           -- 1999 Restricted Stock Plan.
            5*             -- Opinion of O. George Everbach.
           23.1*           -- Consent of Deloitte & Touche LLP.
           23.2*           -- Consent of PricewaterhouseCoopers L.L.P.
           23.3*           -- Consent of O. George Everbach is contained in his opinion
                              filed as Exhibit No. 5.
           24*             -- Powers of Attorney.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24991}]
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": "333-71661", "film-number": "99519878"}, "business-address": {"street1": "P O BOX 619100", "street2": "DFW AIRPORT STATION", "city": "DALLAS", "state": "TX", "zip": "75261-9100", "phone": "9722811200"}}
text: 1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
   
                                                       REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         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 1999 RESTRICTED STOCK PLAN
                             (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
          TITLE OF SECURITIES              AMOUNT TO BE       OFFERING PRICE        AGGREGATE             AMOUNT OF
           TO BE REGISTERED                 REGISTERED           PER UNIT         OFFERING PRICE       REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.25 par value......    2,500,000 shares      $48.5625(1)       $121,406,250(1)           $33,751
  -----------------------------------------------------------------------------------------------------------------------
  Preferred Stock Purchase Rights....    2,500,000 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 $48.5625, the average of the high and
      low prices of the common stock on January 28, 1999, 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, 1997;
   
            2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
       ended March 31, 1998, June 30, 1998 and September 30, 1998.
   
            3. The Registrant's Current Reports on Form 8-K dated January 27,
       1998, February 27, 1998 and January 26, 1999;
   
            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. 333-40013); and
   
            5. The description of the Registrant's Preferred Stock Purchase Rights
       contained in Registration Statements on Form 8-A and amendments thereto
       filed by the Registrant with the SEC on June 21, 1988, June 13, 1995 and
       March 17, 1997.
   
       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.
   
       Certain legal matters have been passed upon for the Registrant by O. George
  Everbach, Senior Vice President -- Law and Government Affairs of the Registrant.
  As of January 31, 1999, Mr. Everbach owned 59,648 shares of the Registrant's
  common stock and held options to acquire 258,718 shares of such common stock (of
  which options to acquire 145,118 shares are presently exercisable), and, as of
  January 6, 1999, 16,359.40 shares of such common stock were attributable to his
  account under the Registrant's Salaried Employees Incentive Investment Plan. Mr.
  Everbach also participates in other employee benefit plans of the Registrant.
   
  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
   
                                        II-2
  3
   
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, and
  (ii) indemnify any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action or suit by or in the right
  of the Registrant to procure a judgment in its favor by reason of the fact that
  he is or was a director or officer of the Registrant, or is or was serving at
  the request of the Registrant as a director or officer of another corporation,
  or, in the case of 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.
   
       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 June 12, 1997, is hereby incorporated by reference
                              to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
                              the Registrant for the quarter ended June 30, 1997.
  II-3
  4
  4.2            -- By-Laws of the Registrant, as amended November 22, 1996,
                              are hereby incorporated by reference to Exhibit No. 4.2
                              to the Registration Statement on Form S-8 of the
                              Registrant filed with the SEC on December 6, 1996
                              (Registration No. 33-17367).
            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            -- Certificate of Adjustment, dated March 7, 1997, filed by
                              the Registrant with The First National Bank of Boston, as
                              Rights Agent, is hereby incorporated by reference to
                              Exhibit No. 2 to the Registration Statement on Form 8-A/A
                              of the Registrant filed with the SEC on March 17, 1997.
            4.5*           -- Kimberly-Clark Corporation 1999 Restricted Stock Plan.
            5*             -- Opinion of O. George Everbach.
           23.1*           -- Consent of Deloitte & Touche LLP.
           23.2*           -- Consent of PricewaterhouseCoopers L.L.P.
           23.3*           -- Consent of O. George Everbach is contained in his opinion
                              filed as Exhibit No. 5.
           24*             -- Powers of Attorney.
  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. 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.
   
                                        II-4
  5
   
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
       (b) The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
       the Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated by reference in the registration statement shall be deemed to
       be a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
       (c) Insofar as indemnification for liabilities arising under the Securities
       Act may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that in the opinion of the SEC such
       indemnification is against public policy as expressed in the Securities Act
       and is, therefore, unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the payment by the
       Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                        II-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 February 3, 1999.
   
                                              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    February 3, 1999
  -----------------------------------------------------    Chief Executive Officer
                    Wayne R. Sanders                       and Director (principal
                                                           executive officer)
   
                  /s/ JOHN W. DONEHOWER                  Senior Vice President and    February 3, 1999
  -----------------------------------------------------    Chief Financial Officer
                    John W. Donehower                      (principal financial
                                                           officer)
   
                    /s/ RANDY J. VEST                    Vice President and           February 3, 1999
  -----------------------------------------------------    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
   
  February 3, 1999
   
               *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 June 12, 1997, is hereby incorporated by reference
                              to Exhibit No. 3a to the Quarterly Report on Form 10-Q of
                              the Registrant for the quarter ended June 30, 1997.
            4.2            -- By-Laws of the Registrant, as amended November 22, 1996,
                              are hereby incorporated by reference to Exhibit No. 4.2
                              to the Registration Statement on Form S-8 of the
                              Registrant filed with the SEC on December 6, 1996
                              (Registration No. 33-17367).
            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            -- Certificate of Adjustment, dated March 7, 1997, filed by
                              the Registrant with The First National Bank of Boston, as
                              Rights Agent, is hereby incorporated by reference to
                              Exhibit No. 2 to the Registration Statement on Form 8-A/A
                              of the Registrant filed with the SEC on March 17, 1997.
            4.5*           -- 1999 Restricted Stock Plan.
            5*             -- Opinion of O. George Everbach.
           23.1*           -- Consent of Deloitte & Touche LLP.
           23.2*           -- Consent of PricewaterhouseCoopers L.L.P.
           23.3*           -- Consent of O. George Everbach is contained in his opinion
                              filed as Exhibit No. 5.
           24*             -- Powers of Attorney.