3M CO — Director's Dealing 2004

Jan 27, 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: SAUER BRAD T (EXEC VP ELECTRO & COMMUN)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-26	Common Stock	G	125	—	Disposed	1979	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	551	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$43.35	2010-05-09	Common Stock (2306)	2306	Direct
Incentive Stock Option (right to buy)	$58.625	2011-05-08	Common Stock (1704)	1704	Direct
Non-Qualified Stock Option (right to buy)	$43.35	2010-05-09	Common Stock (2974)	2974	Direct
Non-Qualified Stock Option (right to buy)	$47.5	2009-05-10	Common Stock (3176)	3176	Direct
Non-Qualified Stock Option (right to buy)	$58.625	2011-05-08	Common Stock (14096)	14096	Direct
Non-Qualified Stock Option (right to buy)	$61.85	2013-05-12	Common Stock (44000)	44000	Direct
Non-Qualified Stock Option (right to buy)	$64.5	2012-05-14	Common Stock (20600)	20600	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 during the fiscal year pursuant to 3M's General Employee Stock Purchase Plan.

F2: 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.