

Exhibit 5.

April 21, 1995

Board of Directors
Minnesota Mining and 
  Manufacturing Company
3M Center
St. Paul, Minnesota 55144
                         

As Assistant General Counsel and Assistant Secretary of Minnesota Mining 
and Manufacturing Company ("3M"), I have examined the Restated Certificate 
of Incorporation and the Bylaws of 3M, as amended to date, the pertinent 
corporate records, including the minutes of the Annual Meeting of 
Stockholders and Board of Directors of 3M, and have conducted such other 
investigation as I have deemed necessary, and I have advised 3M in 
connection with the registration under the Securities Act of 1933, as 
amended, of 12,000,000 shares of 3M common stock without par value.  The 
said shares are to be offered and sold in connection with 3M's 1992 
Management Stock Ownership Program (the "Program").

I am of the opinion that:

   1.   3M has been duly incorporated and is an existing corporation in 
   good standing under the laws of the State of Delaware.

   2.  All of 3M's presently outstanding common stock is validly issued, 
   fully paid, and nonassessable.

  3. The Board of Directors has duly authorized the issuance of the 
  12,000,000 shares.

  4. Any authorized but unissued shares which may be optioned and sold 
  pursuant to the Program, when issued, will be duly authorized, 
  validly issued, fully paid, and nonassessable.

I hereby consent to the use of this opinion for filing with the 
aforementioned registration statement.

Yours truly,

/s/ Roger P. Smith

Roger P. Smith
Assistant General Counsel
  and Assistant Secretary

