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Correspondence Letter

 SIDLEY AUSTIN LLP

 ONE SOUTH
DEARBORN

 CHICAGO, IL 60603

 (312) 853-7000

 (312) 853-7036 FAX

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 FRANKFURT

GENEVA
HONG KONG
LONDON
LOS
ANGELES
NEW YORK

SAN FRANCISCO
SHANGHAI
SINGAPORE
TOKYO
WASHINGTON, DC

 wcarlson@sidley.com

 (312) 853-7734

FOUNDED 1866

 May 22, 2006

 Mr. Brad Skinner

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE, Room 4561

 Washington, D.C. 20549

Re:
Response of Kimberly-Clark Corporation to the

 Staff’s Comment Letter Dated May 10, 2006

 File No. 1-225

 Dear Mr. Skinner:

 On
behalf of our client, Kimberly-Clark Corporation, we are submitting this letter, together with the enclosed document entitled “Response of Kimberly-Clark Corporation to the Staff’s Comment Letter Dated May 10, 2006,” in response
to the comments contained in the letter dated May 10, 2006 from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company.

 On behalf of the Company, we also acknowledge (as you requested in your letter of May 10, 2006) that:

(1)
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

(2)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

(3)
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions concerning this letter or the Response, please contact the undersigned at (312) 853-7734.

                     Very truly yours,

                     /s/ Walter C.
Carlson

 WCC: dsd

 Enclosure

 Sidley Austin LLP
is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

 RESPONSE OF KIMBERLY-CLARK CORPORATION TO THE STAFF’S COMMENT LETTER DATED MAY 10, 2006

This document responds to the Staff’s letter dated May 10, 2006 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the
Staff commented on Kimberly-Clark Corporation’s Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006 (the “10-Q”), and Form 8-K filed April 24, 2006 (the “8-K”). References to “We”,
“Us”, “Our”, “K-C” or the “Company” in this letter or the attachments hereto mean Kimberly-Clark Corporation.

 We
note that on page 3 of the Staff’s Comment Letter, the Staff requests that we amend our filings as appropriate. In view of the Staff’s comments, which only requested supplemental information, and for the reasons set forth in our
responses, we respectfully submit that no amendments to our prior filings are necessary. As indicated below, we plan to provide additional disclosure in our future filings as may be appropriate.

 For convenience, the Staff’s comments are retyped below.

 Staff Comments and Company Responses

 Form 10-Q for
the Quarterly Period Ended March 31, 2006

 Financial Statements

 Notes to Consolidated Financial Statements

 Note 3. Competitive Improvement Initiatives, page 7

 Staff Comment No. 1:

 Based on discussion here and elsewhere in your filing, it appears that your competitive
improvement initiatives will consist of various individual plans or actions that will occur over numerous future periods. Explain to us how you have evaluated what actions will represent separate plans for purposes of disclosure under SFAS 146
and SAB Topic 5.P, question 4. Please note that presentation of separate information for each individual plan generally is appropriate.

 Company’s Response:

 For the reasons set forth below, we believe the Competitive Improvement Initiatives represent a single,
comprehensive and integrated plan for improving our competitive position on a world-wide basis.

 The following background information on our Competitive
Improvement Initiatives provides the context within which we evaluated our Strategic Cost Reductions to determine the proper disclosure under applicable rules, including Statement of Financial Accounting Standards No. 146, Accounting for
Costs Associated with Exit or Disposal Activities (“SFAS 146”), and Staff Accounting Bulletin Topic 5.P, Question 4:

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 Background

 In 2003, we introduced our Global Business Plan (“GBP”), which sets forth our detailed long-term strategy for growth in net sales and net income through a financially disciplined approach to brand
reinvestment and innovation. The GBP is a high-level plan that identified: 1) our growth businesses; 2) those businesses that needed to be sustained, and 3) those businesses that should be evaluated for possible restructuring or disposal. During
2004 and the first half of 2005, the GBP was reviewed against changes in market dynamics, competitive activity and overall macro-economic factors. Also during this period, our management teams developed comprehensive strategies by which the
objectives of the GBP could be achieved. After careful review by the Company’s senior leaders and our Board of Directors, these strategies were distilled into a single overall strategic plan and presented to our Board of Directors for
authorization.

 On July 20, 2005, our Board of Directors authorized a multi-year comprehensive plan (the “Plan”) to improve our competitive
position by accelerating investments in targeted growth opportunities, streamlining our worldwide manufacturing operations and enhancing the efficiency and cost effectiveness of our administrative operations. We refer to this comprehensive plan as
our “Competitive Improvement Initiatives”. Our Competitive Improvement Initiatives are consistent with the GBP and are designed to deliver cost savings while focusing investment on building and growing those businesses that will yield
improved margins and higher returns on invested capital. A key element of our Competitive Improvement Initiatives is the strategic cost reductions that we anticipate will result from streamlining and restructuring our manufacturing and
administrative operations (the “Strategic Cost Reductions”).

 In the Company’s July 22, 2005 press release, which was furnished to the
Commission in a Form 8-K filed on July 22, 2005, we provided the following background information on our Competitive Improvement Initiatives and the related Strategic Cost Reductions:

 “Competitive Improvement Initiatives

 With the introduction of its Global Business Plan in 2003, the company detailed a long-term strategy for top- and bottom-line growth through a financially disciplined approach to brand reinvestment and innovation. The competitive
improvement initiatives announced today are consistent with that plan and are designed to deliver cost savings while focusing investment on building and growing those businesses that will yield improved margins and higher returns on invested
capital.

 These targeted growth investments are driven by a proactive and determined focus on delivering the best solutions to customers,
shoppers and users in the areas in which Kimberly-Clark is uniquely positioned to achieve the greatest success. Specifically, the company will invest to:

•

strengthen its leadership position in baby and child care, adult care and family care. In particular, investments to support “grow” businesses, such as light-end
incontinence, child care and mid-tier diapers, will be ramped up.

•

accelerate growth in developing and emerging markets by focusing on the high growth BRICIT (Brazil, Russia, India, China, Indonesia and Turkey) countries.

•

build on positions of regional strength in feminine care – the Americas and parts of Asia – while improving returns for the business worldwide.

•

extend the K-C Professional portfolio in higher margin segments such as workplace, safety and do-it-yourself markets.

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•

expand core health care products globally and shift the portfolio to higher margin products.

•

boost R&D spending to better identify and leverage customer/shopper/user insights – and then more quickly transform those insights into proprietary technologies and
innovative total solutions that will drive both growth and profitability. The company expects R&D spending to rise to more than $400 million by 2009, an increase of over 50 percent compared to 2004.

•

upgrade customer management skills, tools and processes in order to strengthen customer relationships and collaboration efforts.

 In support of these initiatives and to help improve brand equity and market share, the company plans to reinvest significant funds in strategic marketing,
raising spending levels as a percent of sales by more than 100 basis points from 2004 to 2009.

 These investments go hand in hand with
strategic cost reductions aimed at streamlining manufacturing and administrative operations primarily in North America and Europe, creating an even more competitive platform for growth and margin improvement. The new cost reduction initiatives will
result in cumulative charges of approximately $900 million to $1.1 billion before tax ($625-$775 million after tax) over a three and one-half year period beginning in the third quarter of 2005, and are expected to yield annual pretax savings that
increase to $300-$350 million by 2009. Continuous productivity gains over the last several years along with investments in state-of-the-art manufacturing capacity are enabling the company to consolidate production at fewer facilities.”

 The Company’s Evaluation of Disclosure Pursuant to SFAS 146 and SAB Topic 5.P, Question 4.

 Following the Board’s authorization of the Plan, we reviewed the appropriate accounting literature and disclosure rules with respect to the Plan. Specifically, we
have reviewed question 4 to Staff Accounting Bulletin Topic 5.P and SFAS 146. In our opinion, except for footnote 1 to SFAS 146, neither document clearly articulates what actions would distinguish a restructuring covered under a single plan from one
that involves multiple plans. However, based on the guidance in footnote 1 to SFAS 146, our evaluation is that we have a single, comprehensive and integrated plan. Footnote 1 in SFAS 146 provides the following: “For purposes of this Statement,
an exit activity includes but is not limited to a restructuring as that term is defined in IAS 37, Provisions, Contingent Liabilities and Contingent Assets. Paragraph 10 of IAS 37 defines a restructuring as ‘a programme that is planned
and controlled by management, and materially changes either: (a) the scope of a business undertaken by an enterprise; or (b) the manner in which that business is conducted.’ A restructuring covered by IAS 37 (paragraph 70)
includes the sale or termination of a line of business, the closure of business activities in a particular location, the relocation of business activities from one location to another, changes in management structure, and a fundamental
reorganization that affects the nature and focus of operations.” (Emphasis added). The Competitive Improvement Initiatives and the related Strategic Cost Reductions will materially change both the scope of Kimberly-Clark’s
businesses and the manner in which those businesses are conducted. The relationship of the actions within the Strategic Cost Reductions affecting our manufacturing footprint, delivery of functional administrative support to the businesses (such as
information technology, engineering and design functions, and finance and accounting) and ultimate design of our worldwide organization are inter-woven in a fashion that makes them a completely integrated plan.

 Accordingly, we concluded that the Competitive Improvement Initiatives, or the Plan, is a single comprehensive plan, and our disclosure has been based on that
conclusion. We have disclosed in our Form 10-Q all of the information required by paragraph 20 of SFAS 146 for the Plan.

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 A number of the Strategic Cost Reductions involve improving our manufacturing footprint to permit delivery of our
products to customers in the most cost-effective manner. This entails closing or streamlining certain manufacturing facilities and expanding others. These various actions are interrelated in our overall plan to optimize our manufacturing footprint.

 When undertaking such a far reaching and comprehensive restructuring initiative, it is necessary that action steps of the initiative be planned and
executed in a systematic and orderly manner in order not to disrupt our business operations and service to our customers. For example, we are relocating certain operations from the United States to Mexico to improve our manufacturing footprint. This
requires movement of machinery and equipment to and the training of employees at the new location. However, in order to continue to serve our customers during the approximate two-year transition period, it is necessary to continue production at the
old locations. Consequently, not all machinery can be moved at the same time. This is why the costs of the relocation activity, in this example, which began in 2005, will be reported each quarter until the end of the transition period, which is
currently estimated to be late 2007.

 All of the charges that are being disclosed as the Strategic Cost Reductions are within the scope of the Plan as
authorized by our Board of Directors in July 2005. Management reviews the charges to ensure that they do not include ordinary, operational expenses of the business. For the reasons stated above, we have a single, comprehensive and integrated plan
and our disclosures have provided specific information to our investors as to the scope and magnitude of the Strategic Cost Reductions in our Plan. In addition to disclosing the costs of the Strategic Cost Reductions in the notes to our
financial statements in the Form 10-Q and our discussion in MD&A, we have presented the total Strategic Cost Reduction charges incurred in the reporting period as they relate to our business segments. See the footnote to our business
segment data in Note 10. We have done this to comply with SFAS 146 disclosure requirements, even though we do not include these charges in our business segment results since they are corporate decisions.

 We have read question 4 of Staff Accounting Bulletin Topic 5.P and have concentrated our attention on the first paragraph of the Interpretive Response. Accordingly, our
disclosure in Note 3 to financial statements contained in the Form 10-Q is dedicated solely to the Strategic Cost Reductions related to our Competitive Improvement Initiatives. Furthermore, in the last paragraph of Note 3, we have disclosed which
line items on our income statement contain these charges and the amounts charged to such line items for the period ended March 31, 2006. Our MD&A also contains a robust disclosure of the nature and amount of these charges, including our
expectations as to the total costs of the Plan and the expected cost savings resulting from execution of the Plan.

 In view of the Staff’s comment,
however, we have reviewed our Strategic Cost Reductions to determine what, if any, additional disclosures might provide meaningful information to our investors. Accordingly, we plan to provide additional disclosure of the Strategic Cost Reduction
charges on a geographic basis (i.e., North America, Europe and Other) in future filings with the Commission. For example, we plan to display the major types of costs incurred each period by geographic area, e.g., costs of workforce reductions,
additional depreciation and amortization charges, and asset write-offs. Please see the last two tables in our proposed draft of Note 3 for the second quarter 2006 Form 10-Q, attached as Appendix A, for an example of this additional proposed
disclosure. We plan to present such information for each quarter and on a year-to-date basis in our Form 10-Q and for the year in our Form 10-K.

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 Form 8-K filed April 24, 2006

 Staff Commen