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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000897101-03-001189.txt : 20030930
<SEC-HEADER>0000897101-03-001189.hdr.sgml : 20030930
<ACCEPTANCE-DATETIME>20030930145144
ACCESSION NUMBER:		0000897101-03-001189
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030930
EFFECTIVENESS DATE:		20030930

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			3M 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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-109282
		FILM NUMBER:		03917343

	BUSINESS ADDRESS:	
		STREET 1:		3M CENTER
		STREET 2:		BLDG. 220-11W-02
		CITY:			ST PAUL
		STATE:			MN
		ZIP:			55144-1000
		BUSINESS PHONE:		6517332204

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MINNESOTA MINING & MANUFACTURING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>mmm034141_s-8.txt
<TEXT>

   As filed with the Securities and Exchange Commission on September 30, 2003
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   3M COMPANY
             (Exact name of Registrant as specified in its charter)

            Delaware                                    41-0417775
    (State of incorporation)                    (I.R.S. Employer I.D. No.)

                                    3M Center
                            St. Paul, Minnesota 55144
                                 (651) 733-2204
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                     2002 MANAGEMENT STOCK OWNERSHIP PROGRAM
                            (Full title of the plan)

                                 Gregg M. Larson
                     Assistant General Counsel and Secretary
                                   3M Company
                                    3M Center
                            St. Paul, Minnesota 55144
                           Telephone: (651) 733-2204
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                             Proposed              Proposed
                                                              Maximum               Maximum            Amount of
    Title of Securities              Amount to be             Offering             Aggregate         Registration
      to be Registered               Registered (1)          Price/Share (2)     Offering Price         Fee (3)
- ------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                 <C>                 <C>
     Common Stock, $0.01
       par value/share                 7,700,000              $141.15            $1,086,855,000       $87,926.57
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

                                       1

<PAGE>

(3) Pursuant to Rule 457(p) under the Securities Act, the amount of the
registration fee payable hereunder has been partially offset by $9,066 which is
the remaining unused balance related to $130,416 of filing fees paid in respect
of $494,000,000 of unsold securities previously registered under the
Registration Statement on Form S-3 (No. 333-48922) of 3M Company filed with the
Securities and Exchange Commission on October 30, 2000. The amount of the filing
fee for securities to be registered hereunder pursuant to such offset has been
recalculated based upon the current fee rate of $80.90 per million. Therefore, a
$78,860.57 filing fee relating to securities being registered hereunder is being
paid herewith.


REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 2002 Management Stock Ownership
Program. In accordance with General Instruction E of Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Registration No. 333-101751
is incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 5, which have been updated.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference in this Registration Statement:

3M COMMISSION FILINGS (FILE NO. 1-3285)              DATE/PERIOD
- ---------------------------------------              -----------
       Description of 3M's common stock              Dated July 31, 2000, as
       contained in 3M's Registration Statement      amended on August 18, 2000
       on Form S-3, Registration No. 333-42660.

       Annual Report on Form 10-K                    Year ended December 31,
                                                     2002

       Quarterly Reports on Form 10-Q                Quarters ended March 31,
                                                     2003 and June 30, 2003

       Current Reports on Form 8-K                   March 4, 2003, March 26,
                                                     2003, May 23, 2003,
                                                     August 13, 2003, and
                                                     August 21, 2003

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act), after the
date hereof and prior to the filing of a post-effective amendment (other than
Current Reports furnished under Item 9 of Form 8-K which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that

                                       2

<PAGE>

a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Gregg M. Larson, who is our Assistant General Counsel, has issued an
opinion about the validity of securities registered hereby, as well as other
relevant legal matters. Mr. Larson beneficially owns, or has options to acquire,
a number of shares of our common stock, which represents less than 1% of the
total outstanding common stock.

ITEM 8.  EXHIBITS.

         See Exhibit Index

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, and State of Minnesota on September 30,
2003.

                                  3M COMPANY

                                  By     /s/ Gregg M. Larson
                                         --------------------------------------
                                  Name:  Gregg M. Larson
                                  Title: Assistant General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1993, this
registration statement has been signed by the following persons in the
capacities and on the dates as indicated.

        Signature                               Title
        ---------                               -----

           *                    Chairman of the Board, Chief
- ----------------------          Executive Officer and Director
W. James McNerney, Jr.

           *                    Senior Vice President, Chief
- ----------------------          Financial Officer (Principal Financial
Patrick D. Campbell             Officer)

           *                    Vice President and Controller
- ----------------------
Ronald G. Nelson


                                       3

<PAGE>

           *                    Director
- ----------------------
Linda G. Alvarado

           *                    Director
- ----------------------
Edward A. Brennan

           *                    Director
- ----------------------
Edward M. Liddy

           *                    Director
- ----------------------
Aulana L. Peters

           *                    Director
- ----------------------
Rozanne L. Ridgway

           *                    Director
- ----------------------
Kevin W. Sharer

           *                    Director
- ----------------------
Louis W. Sullivan



*By:  /s/ Gregg M. Larson
     ---------------------
       Gregg M. Larson
       Attorney-in-fact
Date:  September 30, 2003

















                                       4

<PAGE>



                                INDEX TO EXHIBITS



- ----------------  -------------------------------------------------------------
 Exhibit Number   Description
- ----------------  -------------------------------------------------------------
        5         Opinion of Counsel re Legality (Consent of Counsel
                  included therein).
- ----------------  -------------------------------------------------------------
       15         Awareness Letter of PricewaterhouseCoopers LLP (regarding
                  interim financial information)
- ----------------  -------------------------------------------------------------
       23         Consent of PricewaterhouseCoopers LLP (Consent of Counsel
                  included in Exhibit 5).
- ----------------  -------------------------------------------------------------
       24         Power of Attorney
- ----------------  -------------------------------------------------------------








                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>mmm034141_ex5.txt
<TEXT>

                                                                       EXHIBIT 5


September 30, 2003

3M Company
3M Center
St. Paul, MN 55144

Ladies and Gentlemen:

         This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by 3M Company (the "Company") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
registration of additional shares of the company's common stock (the "Shares")
for issuance under the 2002 Management Stock Ownership Program (the "Plan").

         As Assistant General Counsel of the Company, I am familiar with the
Certificate of Incorporation and the By-Laws of the Company and with its
affairs, including the actions taken by the Company in connection with the
Plan. I also have examined such other documents and instruments and have made
such further investigation as I have deemed necessary or appropriate in
connection with this opinion.

         In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, and the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photo static copies and the
authenticity of the originals of such copies. I have also assumed that all of
the Shares will be issued for the consideration permitted under the Plan as
currently in effect. Based upon the foregoing, I am of the opinion that:

         1.       The Company is duly incorporated and validly existing as a
                  corporation under the laws of the State of Delaware.

         2.       All necessary corporate proceedings have been taken to
                  authorize the issuance of the Shares being registered under
                  the Registration Statement.

         3.       The Shares covered by this Registration Statement, when issued
                  in accordance with proper corporate authorizations, will be
                  validly issued, fully paid, and nonassessable.

         This opinion is limited to the Federal laws of the United States and
the laws of the State of Minnesota and, with respect to paragraph 1 above, the
General Corporate Laws of the State


<PAGE>

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. No one other than those
to whom this letter is addressed is permitted to rely on or distribute this
opinion without my prior written consent.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto. In giving
this consent, I do not 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 issued thereunder.

Very truly yours,

/s/ Gregg M. Larson, Esq.

Gregg M. Larson.
Assistant General Counsel






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>5
<FILENAME>mmm034141_ex15.txt
<TEXT>

                                                                      EXHIBIT 15



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our reports dated April 21, 2003, and July 21, 2003,
respectively, on our reviews of interim consolidated financial information of 3M
Company and Subsidiaries (the "Company") for the three-month periods ended March
31, 2003 and 2002 and the three- and six-month periods ended June 30, 2003 and
2002, and included in the Company's Form 10-Q for the quarters ended March 31,
2003 and June 30, 2003, respectively, are incorporated by reference in the
Company's Registration Statement on Form S-8, for the registration of 7,700,000
shares of the Company's Common Stock under the 2002 Management Stock Ownership
Program.




/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Minneapolis, Minnesota
September 30, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>mmm034141_ex23.txt
<TEXT>
                                                                      EXHIBIT 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 2003, except as to Note
12, for which the date is May 22, 2003, relating to the consolidated financial
statements, which appears in the 3M Company Current Report on Form 8-K dated May
23, 2003.



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP


Minneapolis, Minnesota
September 30, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>mmm034141_ex24.txt
<TEXT>

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of 3M Company, a Delaware corporation, hereby constitutes
and appoints W. James McNerney, Jr., Patrick D. Campbell, John J. Ursu, Janet L.
Yeomans and Gregg M. Larson, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in any and all
capacities, to sign one or more Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact,
or any of them, may deem necessary or desirable, any amendments thereto, and all
post-effective amendments and supplements to such registration statement, for
the registration of securities in connection with the 2002 Management Stock
Ownership Program, in such forms as they or any one of them may approve, and to
file the same with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or resubstitute, may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned have subscribed these presents this
11th day of February 2002.


/s/ W. James McNerney, Jr.                   /s/ Patrick D. Campbell
- -------------------------------------        -----------------------------------
W. James McNerney, Jr., Chairman of          Patrick D. Campbell, Senior Vice
the Board and Chief Executive Officer        President and Chief Financial
(Principal Executive Officer and             Officer (Principal Financial
Director)                                    Officer)

/s/ Linda G. Alvarado                        /s/ Ronald G. Nelson
- -------------------------------------        -----------------------------------
Linda G. Alvarado, Director                  Ronald G. Nelson, Vice President
                                             and Controller

/s/ Edward A. Brennan                        /s/ Rozanne L. Ridgway
- -------------------------------------        -----------------------------------
Edward A. Brennan, Director                  Rozanne L. Ridgway, Director

/s/ Edward M. Liddy                          /s/ Kevin W. Sharer
- -------------------------------------        -----------------------------------
Edward M. Liddy, Director                    Kevin W. Sharer, Director

/s/ Aulana L. Peters                         /s/ Louis W. Sullivan
- -------------------------------------        -----------------------------------
Aulana L. Peters, Director                   Louis W. Sullivan, Director




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