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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000897101-01-500774.txt : 20020411
<SEC-HEADER>0000897101-01-500774.hdr.sgml : 20020411
ACCESSION NUMBER:		0000897101-01-500774
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011119
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20011119

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MINNESOTA MINING & MANUFACTURING CO
		CENTRAL INDEX KEY:			0000066740
		STANDARD INDUSTRIAL CLASSIFICATION:	CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670]
		IRS NUMBER:				410417775
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03285
		FILM NUMBER:		1795453

	BUSINESS ADDRESS:	
		STREET 1:		3M CENTER
		STREET 2:		BLDG. 220-11W-02
		CITY:			ST PAUL
		STATE:			MN
		ZIP:			55144-1000
		BUSINESS PHONE:		6517331110

	MAIL ADDRESS:	
		STREET 1:		3M CENTER
		STREET 2:		BLDG. 220-11W-02
		CITY:			ST. PAUL
		STATE:			MN
		ZIP:			55144-1000
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mmm014584_8k.txt
<DESCRIPTION>3M FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: November 19, 2001
                        (Date of earliest event reported)

                   MINNESOTA MINING AND MANUFACTURING COMPANY
             (Exact name of registrant as specified in its charter)

                                 File No. 1-3285
                            (Commission File Number)

Delaware                                                              41-0417775
(State of incorporation)                                        (I.R.S. Employer
                                                          Identification Number)

3M Center                                                        55144-1000
St. Paul, Minnesota                                              (Zip Code)
                    (Address of principal executive offices)

                  Registrant's telephone, including area code:
                                 (651) 733-1110


ITEM 5. OTHER EVENTS.

         On November 19, 2001, Minnesota Mining and Manufacturing Company
("3M"), in connection with the offering of certain debt securities due 2041,
filed with the Securities and Exchange Commission (the "SEC") a Pricing
Supplement, dated November 13, 2001, to Prospectus dated January 12, 2001 and
Prospectus Supplement dated May 3, 2001.

         Pursuant to 3M's Registration Statement (No. 333-48922) on Form S-3
filed with the SEC on October 30, 2000 (and effective as of January 12, 2001),
this Current Report is filed to include the opinion and consent of Gregg M.
Larson, Assistant General Counsel of 3M, which are filed as Exhibits 5 and 23,
respectively, to this Current Report.


<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits Required by Item 601 of Regulation S-K

EXHIBIT NO.                                            DESCRIPTION
- -----------                                            -----------
    5                                        Opinion of Counsel re legality
   23                                   Consent of Counsel included in Exhibit 5



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        MINNESOTA MINING AND
                                        MANUFACTURING COMPANY

                                        By: /s/ Gregg M. Larson
                                            -------------------
                                                Gregg M. Larson,
                                                Assistant Secretary

Dated: November 19, 2001


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                 DESCRIPTION
- -------                                                 -----------
5                                            Opinion of Counsel re: legality
23                                      Consent of Counsel included in Exhibit 5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>mmm014584_ex5.txt
<DESCRIPTION>OPINION RE: LEGALITY
<TEXT>
Exhibit 5

Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144

November 19, 2001

                 Re: Minnesota Mining and Manufacturing Company
                           Medium-Term Notes, Series C
              $100,000,000 Floating Rate Medium-Term Notes Due 2041

         I am Assistant General Counsel of Minnesota Mining and Manufacturing
Company, a Delaware corporation (the "Company"), and as such I have acted as
counsel in connection with the issuance and sale by the Company of $100,000,000
Floating Rate Medium-Term Notes due 2041 (the "Securities") pursuant to the
Distribution Agreement (the "Distribution Agreement"), dated as of May 3, 2001,
among the Company and Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
and UBS Warburg LLC, as Agents named therein, offered pursuant to a Pricing
Supplement, dated as of November 13, 2001, to the Prospectus dated January 12,
2001 and Prospectus Supplement dated May 3, 2001. The Securities have been
issued under the Indenture, dated as of November 17, 2000, between the Company
and Citibank, N.A., as Trustee (the "Indenture").

         In connection with the foregoing, I have examined, or am familiar with,
originals, or copies, certified or otherwise, identified to my satisfaction, of
such documents, corporate records and other instruments as I have deemed
necessary for the purpose of this opinion.

         Based upon the foregoing, I am of the opinion as follows:

         1.       The Company has been duly incorporated and is validly existing
                  as a corporation of good standing under the laws of the State
                  of Delaware; and

         2.       The Indenture has been duly authorized, executed and delivered
                  and constitutes a valid and binding agreement of the Company
                  in accordance with its terms, and the Securities have been
                  duly authorized, executed and authenticated in accordance with
                  the terms of the Indenture and delivered in accordance with
                  the provisions of the Distribution Agreement and have been
                  validly issued and constitute valid and binding obligations of
                  the Company in accordance with their terms, in each case
                  subject to bankruptcy, insolvency, reorganization and other
                  laws of general applicability relating to or affecting the
                  enforcement of creditors' rights and to general equity
                  principles.

<PAGE>


         This opinion is limited to the Federal laws of the United States and
the laws of the State of New York and, with respect to paragraph 1 above, the
General Corporate Laws of the State of Delaware (including the statutory
provisions and all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting the General Corporate Laws of the State
of Delaware) and I am expressing no opinions as to the effect of the laws of any
other jurisdiction. I am familiar with the proceedings heretofore taken by the
Company in connection with the authorization, registration, issuance and sale of
the Securities. I have, with your consent, relied as to factual matters on
certificates or other documents furnished by the Company or its officers and by
governmental authorities and upon such other documents and data that I have
deemed appropriate. I have assumed the authenticity of all documents submitted
to us as copies.

         I am aware that I am referred to under the heading "Validity of the
Notes" in the Prospectus Supplement relating to the issuance of the Securities,
and I hereby consent to such use of my name therein and to the use of this
opinion for filing with the Securities and Exchange Commission (the
"Commission") on the Form 8-K. In giving this consent, I do not hereby admit
that I am within the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission promulgated
thereunder.

                                        Very truly yours,

                                        /s/ Gregg M. Larson
                                        -------------------
                                        Gregg M. Larson
                                        Assistant General Counsel

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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