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: NOZARI M S (EXEC VP CONSUMER & OFFICE)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47634	Direct
Common Stock	3851	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$43.3500	2010-05-09	Common Stock (2306)	2306	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)	$43.3500	2010-05-09	Common Stock (27694)	27694	Direct
Non-Qualified Stock Option (right to buy)	$46.6750	2008-05-12	Common Stock (15716)	15716	Direct
Non-Qualified Stock Option (right to buy)	$47.5000	2009-05-10	Common Stock (27896)	27896	Direct
Non-Qualified Stock Option (right to buy)	$57.0750	2004-05-07	Common Stock (6748)	6748	Direct
Non-Qualified Stock Option (right to buy)	$57.0750	2005-05-06	Common Stock (7102)	7102	Direct
Non-Qualified Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (63296)	63296	Direct
Non-Qualified Stock Option (right to buy)	$61.8500	2013-05-12	Common Stock (71400)	71400	Direct
Non-Qualified Stock Option (right to buy)	$62.6750	2005-05-06	Common Stock (620)	620	Direct
Non-Qualified Stock Option (right to buy)	$62.6750	2006-05-12	Common Stock (12698)	12698	Direct
Non-Qualified Stock Option (right to buy)	$62.6750	2007-05-11	Common Stock (15620)	15620	Direct
Non-Qualified Stock Option (right to buy)	$62.6750	2008-05-12	Common Stock (2716)	2716	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (78000)	78000	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 Dividend Reinvestment Program in transactions exempt from Section 16.