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: STAKE JAMES B (EXEC VP DISPLAY & GRAPHICS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14697	Direct
Common Stock	416	Indirect
Common Stock	2847	Indirect
Common Stock	152	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$24.1186	2004-05-10	Common Stock (4146)	4146	Direct
Incentive Stock Option (right to buy)	$28.6348	2005-05-09	Common Stock (3490)	3490	Direct
Incentive Stock Option (right to buy)	$31.5175	2006-05-14	Common Stock (3172)	3172	Direct
Incentive Stock Option (right to buy)	$43.3500	2010-05-09	Common Stock (2306)	2306	Direct
Incentive Stock Option (right to buy)	$45.8500	2007-05-13	Common Stock (2180)	2180	Direct
Incentive Stock Option (right to buy)	$46.6750	2008-05-12	Common Stock (2142)	2142	Direct
Incentive Stock Option (right to buy)	$47.5000	2009-05-10	Common Stock (2104)	2104	Direct
Incentive Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (1704)	1704	Direct
Non-Qualified Stock Option (right to buy)	$48.8500	2007-05-13	Common Stock (5472)	5472	Direct
Non-Qualified Stock Option (right to buy)	$46.6750	2008-05-12	Common Stock (8418)	8418	Direct
Non-Qualified Stock Option (right to buy)	$47.5000	2009-05-10	Common Stock (8456)	8456	Direct
Non-Qualified Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (14096)	14096	Direct
Non-Qualified Stock Option (right to buy)	$61.8500	2013-05-12	Common Stock (39550)	39550	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (18328)	18328	Direct
Non-Qualified Stock Option (right to buy)	$81.0500	2005-05-06	Common Stock (848)	848	Direct
Non-Qualified Stock Option (right to buy)	$81.0500	2006-05-12	Common Stock (1366)	1366	Direct
Non-Qualified Stock Option (right to buy)	$81.0500	2007-05-11	Common Stock (2057)	2057	Direct
Non-Qualified Stock Option (right to buy)	$81.0500	2010-05-07	Common Stock (5670)	5670	Direct

Footnotes

F1: The reduction in the 401(k) shares total from the previous filing represents 3M's lower stock price for these share equivalents;the cash value did not change.