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: PALENSKY FRED J (EXEC VP SFTY SEC & PROT SVCS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-29	Common Stock	G	28	—	Disposed	20739	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2939	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)	$45.85	2007-05-13	Common Stock (2180)	2180	Direct
Incentive Stock Option (right to buy)	$46.675	2008-05-12	Common Stock (2142)	2142	Direct
Incentive Stock Option (right to buy)	$47.5	2009-05-10	Common Stock (2104)	2104	Direct
Incentive Stock Option (right to buy)	$58.625	2011-05-08	Common Stock (1704)	1704	Direct
Non-Qualified Stock Option (right to buy)	$47.5	2009-05-10	Common Stock (7470)	7470	Direct
Non-Qualified Stock Option (right to buy)	$58.625	2011-05-08	Common Stock (53296)	53296	Direct
Non-Qualified Stock Option (right to buy)	$61.85	2013-05-12	Common Stock (40000)	40000	Direct
Non-Qualified Stock Option (right to buy)	$62.85	2004-05-07	Common Stock (3490)	3490	Direct
Non-Qualified Stock Option (right to buy)	$62.85	2005-05-06	Common Stock (4186)	4186	Direct
Non-Qualified Stock Option (right to buy)	$62.85	2006-05-12	Common Stock (2512)	2512	Direct
Non-Qualified Stock Option (right to buy)	$63.525	2013-01-07	Common Stock (24002)	24002	Direct
Non-Qualified Stock Option (right to buy)	$64.5	2012-05-14	Common Stock (46200)	46200	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: 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.