3M CO — Director's Dealing 2004

Feb 2, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: 3M CO (MMM)
CIK: 0000066740
Period of Report: 2003-12-31

Reporting Person: ZIEGLER RICHARD F (Sr. VP & General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12073	Direct
Common Stock	108	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$61.8500	2013-05-12	Common Stock (46000)	46000	Direct

Footnotes

F1: On September 29, 2003, the common stock of 3M Company split 2-for-1. The shares of common stock reported on Table I and all options reported on Table II have been adjusted to reflect the split.

F2: The indirectly-held common stock holding (401k/PAESOP) reported in Table I includes shares acquired during the fiscal year pursuant to the 3M Voluntary Investment Plan.

F3: The directly-held common stock holding reported in Table I includes shares acquired during the fiscal year pursuant to 3M's General Employee Stock Purchase Plan.