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: MCNERNEY W JAMES JR (Director, CHAIRMAN OF THE BOARD & CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	230220	Direct
Common Stock	300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (1704)	1704	Direct
Non-Qualified Stock Option (right to buy)	$51.5250	2010-12-04	Common Stock (1160672)	1160672	Direct
Non-Qualified Stock Option (right to buy)	$58.6250	2011-05-08	Common Stock (358296)	358296	Direct
Non-Qualified Stock Option (right to buy)	$61.8500	2013-05-12	Common Stock (430000)	430000	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (430000)	430000	Direct
Non-Qualified Stock Option (right to buy)	$69.6750	2010-05-07	Common Stock (32432)	32432	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.