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: GRENZ M KAY (VICE PRESIDENT HR)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40445	Direct
Common Stock	3675	Indirect
Common Stock	454	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)	$58.6250	2011-05-08	Common Stock (31700)	31700	Direct
Non-Qualified Stock Option (right to buy)	$60.7250	2004-05-07	Common Stock (1890)	1890	Direct
Non-Qualified Stock Option (right to buy)	$60.7250	2005-05-06	Common Stock (740)	740	Direct
Non-Qualified Stock Option (right to buy)	$60.7250	2006-05-12	Common Stock (5270)	5270	Direct
Non-Qualified Stock Option (right to buy)	$60.7250	2010-05-09	Common Stock (7826)	7826	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)	$63.2250	2007-05-11	Common Stock (6876)	6876	Direct
Non-Qualified Stock Option (right to buy)	$63.2250	2008-05-12	Common Stock (8942)	8942	Direct
Non-Qualified Stock Option (right to buy)	$63.2250	2010-05-07	Common Stock (7330)	7330	Direct
Non-Qualified Stock Option (right to buy)	$64.5000	2012-05-14	Common Stock (44000)	44000	Direct
Non-Qualified Stock Option (right to buy)	$64.8750	2004-05-07	Common Stock (1494)	1494	Direct
Non-Qualified Stock Option (right to buy)	$64.8750	2005-05-06	Common Stock (3316)	3316	Direct
Non-Qualified Stock Option (right to buy)	$64.8750	2008-05-12	Common Stock (6690)	6690	Direct
Non-Qualified Stock Option (right to buy)	$64.8750	2009-05-11	Common Stock (15688)	15688	Direct
Non-Qualified Stock Option (right to buy)	$64.8750	2011-05-06	Common Stock (6180)	6180	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. The directly-held common stock holding reported in Table I includes shares acquired pursuant to 3M's Dividend Reinvestment Program in transactions exempt from Section 16.