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Correspondence Letter

SIDLEY AUSTIN LLP

BEIJING

GENEVA

SAN FRANCISCO

ONE SOUTH DEARBORN

BRUSSELS

HONG KONG

SHANGHAI

CHICAGO, IL 60603

CHICAGO

LONDON

SINGAPORE

(312) 853 7000

DALLAS

LOS ANGELES

TOKYO

(312) 853 7036 FAX

FRANKFURT

NEW YORK

WASHINGTON, DC

wcarlson@sidley.com

(312) 853-7734

FOUNDED 1866

 August 4, 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 July 21, 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
July 21, 2006,” in response to the comments contained in the letter dated July 21, 2006 from the Staff of the Securities and Exchange Commission to the Company.

 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

 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 JULY 21, 2006

 This document responds to the Staff’s letter dated July 21, 2006 (the “Staff’s Comment Letter”) to Kimberly-Clark Corporation in which the
Staff commented further on our Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006, and Form 8-K filed April 24, 2006. References to “we”, “us”, “our”, “K-C” or the
“Company” in this letter mean Kimberly-Clark Corporation.

 We note that on pages 3 and 4 of the Staff’s Comment Letter, the Staff
suggests that we amend our filings as appropriate. We respectfully submit that no amendments to our prior filings are necessary or 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

 We note your response to prior comment number 1 from our letter dated May 10, 2006. To help us understand your basis for concluding that your cost improvement
initiative represents a single plan for financial reporting and disclosure purposes, provide us with the following:

•

Tell us whether the initiative, as authorized by the Board of Directors in July 2005, specifically identified all actions to be taken to complete the initiative, the activities that
will not be continued, including the method of disposition and location of those activities, and the expected date of completion;

•

Tell us whether any additional approvals or authorizations from the Board of Directors, beyond the July 2005 authorization, will be necessary to complete the initiative; and

•

In view of the length of the initiative, explain your basis for concluding that significant changes to the initiative are not likely.

 Company’s Response – Comment No. 1

 Background

 In 2004, Kimberly-Clark’s senior management and its Board of Directors began an in-depth review of
the Company’s Global Business Plan (the “GBP”). This review focused on actions the Company would need to take in order to achieve the goals of the GBP in light of changes in market conditions, competitive activity and overall macro
economic factors. The Board fully reviewed the GBP and the proposed actions, including detailed presentations and discussion for a total of more than 20 hours during six meetings from June 2004 through June 2005. Based

 upon the Board’s review and consideration, at its June 2005 meeting, it was agreed that a strategic cost reduction
plan was necessary for the Company to achieve its GBP goals. The Board then delegated to its Executive Committee the authority to authorize and approve a comprehensive strategic cost reduction plan (the “Plan”) once the details of the
Plan, including identification and documentation of specific projects under the Plan, were completed. Under the Board’s delegation, approval of the Plan by the Executive Committee constitutes approval by the Board.

 On July 15, 2005, detailed materials regarding the Plan were sent to the Executive Committee in advance of its July 20, 2005 meeting. Those materials were also
sent to all other Board members. On July 20, 2005, the Board, acting through its Executive Committee, approved the Plan, consisting of 25 projects.

 The Plan is a single, comprehensive and integrated plan that is transformational to the Company and not in the ordinary course of business. When fully implemented, the Plan will materially change both the scope of the Company’s
businesses and the manner in which those businesses are conducted and supported.

 Response to Bullet 1 to the
Staff’s Comment

 The Plan approved by the Board on July 20, 2005, did specifically identify all significant actions to be taken, including:

•

Objectives;

•

Expected cost;

•

Key activities (e.g., close specific plants and transfer equipment to other specific plants);

•

Milestones (e.g., in July 2005, announce plans to close specific plants; in July 2005, begin discussions with workers councils, etc.) and expected completion dates;

•

Headcount impacts;

•

Estimated sales proceeds for land and buildings for each location to be sold;

•

Capital required; and

•

Estimated annual and total cost savings.

 Response to Bullet 2 to the Staff’s Comment

 Implementing an undertaking that will transform our Company requires a high degree of
organization and coordination, strong management controls, and careful execution. Therefore, the Board and management established a detailed and comprehensive authorization process for the implementation and execution of the Plan. The following
summarizes our authorization process for Plan implementation and execution:

•

Approval: On July 20, 2005, the Board approved the Plan.

•

Authorization for Implementation: Each project within the Plan must be endorsed by our Chairman and Chief Executive Officer (“CEO”) and our Senior Vice President
and Chief Financial Officer, as well as other executives of the Company that have the responsibility for its execution. The first 14 projects included in the Plan (the “Initial

 2

 Phase”) were so endorsed in July 2005 and the Board authorized implementing and executing those
projects. With respect to the remaining 11 projects included in the Plan approved on July 20, 2005 (the “Subsequent Phase”), authorization to implement and execute those projects depends on the estimated projects costs: if estimated
costs are less than $25 million, then our CEO may authorize implementing and executing the project; otherwise, implementing and executing the projects requires final authorization from the Board or its Executive Committee. The $25 million threshold
is consistent with the general authority delegated to our CEO for capital expenditure transactions.

 We believe that our implementation and execution
processes and our other controls ensure that project implementation and execution are reviewed by senior management for consistency with the Plan, that costs incurred under the Plan are consistent with actions approved by the Board, and that costs
outside of the scope of an approved project are not included as costs under the Plan.

 For material projects authorized for implementation and execution
after July 20, 2005, we also provide disclosure to our stockholders and others in accordance with Item 2.05 of Form 8-K. Material projects were authorized for implementation and execution by the Executive Committee on January 18,
2006, as disclosed on our Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2006.

 Response to Bullet 3 to the Staff’s Comment

 Based upon our extensive analysis and planning in developing the
Plan, and our management control processes, we concluded that significant changes to the Plan were not likely. Each of the projects in the Plan was developed following an intensive review of the opportunities and challenges facing our businesses.
Proposed actions were reviewed and committed to by senior management and presented to the Board and the Executive Committee in June and July 2005. As mentioned above, control processes were developed to ensure that project implementation and
execution were reviewed by senior management for consistency with the Plan, that costs incurred under the Plan are consistent with actions previously approved, and that costs outside of the scope of an approved project are not included as costs
under the Plan.

 The following is an outline of these control processes:

•

Detailed instructions were provided to business units on authorization, implementation and close out.

•

Specific accounting and reporting personnel in the Corporate Controller’s office and in each geographic region were designated to review and authorize charges to the Plan.

•

Regular quarterly forecasts are made of progress against the Plan commitments for implementation cost, cost savings and net headcount impacts.

 Plan activities and actual costs incurred since July 2005 have shown that significant changes to the Plan have not occurred, and we do not expect significant changes to
occur in the future.

 3

 Staff Comment No. 2

 Disclosure included in your Form 8-K dated January 23, 2006 indicates that, on January 18, 2006, the corporation authorized two subsequent phase projects pursuant to the competitive improvement initiative. Explain to us how the
actions under the two subsequent phase projects relate to the initiative as originally authorized in July 2005. Additionally, explain specifically what actions or activities were authorized on January 18, 2006. Also, given that the initiative
was authorized in July 2005, explain why the January 2006 authorizations were necessary. Finally, explain how this apparent need for additional authorizations is consistent with your conclusion that the initiative represented a single plan.

 Company Response – Comment No. 2

 As noted
in our response to Staff Comment No. 1 above, the Plan approved by the Board included both Initial Phase and Subsequent Phase projects. All of the projects were identified at the time the Plan was approved in July 2005. The Initial Phase
projects were authorized for implementation and execution in July 2005. The Executive Committee authorized implementing and executing two Subsequent Phase projects at its meeting on January 18, 2006. These projects related to (1) European
selling, general and administrative costs and (2) Latin American family care operations, which are summarized below:

•

The European project, having an expected implementation cost of $53 million, is designed to improve the profitability of the Company’s consumer businesses in Europe by reducing
administrative support functions. The approved implementation actions included workforce reductions and consolidation of headquarters facilities in several countries.

•

The Latin American operations project, having an expected implementation cost of $27 million, will reduce duplicative overhead as well as improve manufacturing and supply chain
efficiencies in our Latin American operations. The approved implementation actions included consolidation of four manufacturing facilities into two sites and disposition of the vacated sites.

 Subsequent Phase projects, although part of the Plan approved by the Board in July 2005, were not included as Initial Phase projects because those projects were, by
their nature, intended to be implemented and executed after implementation of certain of the Initial Phase projects, or required additional development of detailed implementation and execution plans, or both. For example, a Subsequent Phase project
designed to change delivery of administrative support functions for our global businesses could not be implemented prior to implementation of some of the Initial Phase projects and required that management interview potential vendors and negotiate
new contracts before implementing and executing the project. As noted earlier, we view our process for authorizing the implementation and execution of Subsequent Phase projects as an element of strong management controls and essential for assuring
coordinated and careful execution of the Plan. Authorization for implementation of Subsequent Phase projects has been consistent with the Board’s approval of a single, comprehensive strategic cost reduction plan.

 4

 Form 8-K filed April 24, 2006

 Staff Comments No. 3 and No. 4

3.
Your response to prior comment number 4 from our letter dated May 10, 2006 describes various reasons why you believe charges incurred in connection with your competitive
improvements to be unusual. However, Item 10(e)(1)(ii)(B) of regulation S-K indicates that it is not appropriate to describe an item as unusual when the nature of the item is such that it is reasonably likely to recur within two years. While
the prohibition identified in 10(e)(1)(ii)(B) of Regulation S-K is not applicable to furnished information, the guidance with respect to what constitutes an “unusual” item for purposes of non-GAAP presentations appears applicable to both
furnished and filed information.

 Based on the description of your initiative contained in various of your filings, it appears
that charges related to asset impairments, asset write-offs and workforce reductions will recur in numerous future periods. In view of this, and given the guidance of Item 10(e)(1)(ii)(B) of Regulation S-K, it does not appear appropriate to
describe charges related to your initiative as unusual.

4.
Your response to prior comment number 5 from our letter dated May 10, 2006 suggests that you do not believe that the guidance in the responses to Questions 8 and 9 of the
Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures is applicable to information that is furnished and not filed. However, the final sentences under the responses to both Questions 8 and 9 clearly indicate that
the guidance may apply to furnished information.

 As your non-GAAP measures exclude items that appear to be recurring in
nature, you must meet the burden of demonstrating the usefulness of the measures. Such measures more likely would be permissible if you reasonably believe it is probable that the financial impact of the item will disappear or become immaterial
within a near-term finite period. In addition, inclusion of such measures may be misleading absent the following disclosure:

•

The manner in which management uses the non-GAAP measure to conduct or evaluate its business;

•

The economic substance behind management’s decision to use such a measure;

•

the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

•

the manner in which management compensates for these limitations when using the non-GAAP financial measure; and

•

the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 5

 Company Response – Comments No. 3 and No. 4

 Background.

 We believe that the
Commission expressly intended that the prohibitions in Item 10(e)(1)(ii)(B) of Regulation S-K would not apply to information furnished on Form 8-K including earnings press releases furnished under Item 2.02 of Form 8-K. This was a
carefully considered response of the Commission to comments that it received on the proposed rule.

 Under the Commission’s proposed rules for non-GAAP
financial measures (Release No. 33-8145), (i) quarterly earnings releases would ha