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: IHLENFELD JAY V (VICE PRESIDENT R&D)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11018	Direct
Common Stock	2268	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$31.5175	2006-05-14	Common Stock (1172)	1172	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 (8404)	8404	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)	$64.4000	2004-05-07	Common Stock (474)	474	Direct
Non-Qualified Stock Option (right to buy)	$64.4000	2005-05-06	Common Stock (902)	902	Direct
Non-Qualified Stock Option (right to buy)	$64.4000	2006-05-12	Common Stock (1468)	1468	Direct
Non-Qualified Stock Option (right to buy)	$64.4000	2010-05-07	Common Stock (1560)	1560	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (17400)	17400	Direct
Non-Qualified Stock Option (right to buy)	$69.3500	2007-05-11	Common Stock (2392)	2392	Direct
Non-Qualified Stock Option (right to buy)	$69.3500	2008-05-12	Common Stock (8)	8	Direct
Non-Qualified Stock Option (right to buy)	$69.3500	2010-05-07	Common Stock (4644)	4644	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.