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: POWELL DAVID W (VICE PRESIDENT MARKETING)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44542	Direct
Common Stock	1945	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	$46.6750	2008-05-12	Common Stock (824)	824	Direct
Non-Qualified Stock Option (right to buy)	$47.5000	2009-05-10	Common Stock (19016)	19016	Direct
Non-Qualified Stock Option (right to buy)	$48.2250	2005-05-06	Common Stock (4788)	4788	Direct
Non-Qualified Stock Option (right to buy)	$48.2500	2004-05-07	Common Stock (3946)	3946	Direct
Non-Qualified Stock Option (right to buy)	$48.2500	2006-05-12	Common Stock (6060)	6060	Direct
Non-Qualified Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (38296)	38296	Direct
Non-Qualified Stock Option (right to buy)	$61.8500	2013-05-12	Common Stock (41500)	41500	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option (right to buy)	$66.9500	2007-05-11	Common Stock (6654)	6654	Direct
Non-Qualified Stock Option (right to buy)	$66.9500	2008-05-12	Common Stock (6032)	6032	Direct
Non-Qualified Stock Option (right to buy)	$66.9500	2010-05-07	Common Stock (14484)	14484	Direct

Footnotes

F1: 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.

F2: 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.