SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOZARI M S

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
3M CO [ MMM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EXEC VP CONSUMER & OFFICE

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2004		M		2,142	A	$46.675	50,068	D
Common Stock	05/04/2004		F		1,154	D	$86.635	48,914	D
Common Stock	05/04/2004		M		15,716	A	$46.675	64,630	D
Common Stock	05/04/2004		F		8,467	D	$86.635	56,163	D
Common Stock	05/04/2004		F		2,370	D	$86.635	53,793	D
Common Stock	05/04/2004		M		27,896	A	$47.5	81,689	D
Common Stock	05/04/2004		F		15,294	D	$86.635	66,395	D
Common Stock	05/04/2004		F		4,120	D	$86.635	62,275	D
Common Stock	05/04/2004		M		27,694	A	$43.35	89,969	D
Common Stock	05/04/2004		F		13,857	D	$86.635	76,112	D
Common Stock	05/04/2004		F		4,524	D	$86.635	71,588	D
Common Stock	05/04/2004		M		6,748	A	$57.075	78,336	D
Common Stock	05/04/2004		F		4,445	D	$86.635	73,891	D
Common Stock	05/04/2004		F		752	D	$86.635	73,139	D
Common Stock	05/04/2004		M		2,547	A	$57.075	75,686	D
Common Stock	05/04/2004		F		1,677	D	$86.635	74,009	D
Common Stock	05/04/2004		F		284	D	$86.635	73,725	D
Common Stock								3,935	I	by 401k/PAESOP Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$46.675	05/04/2004		M			2,142	05/12/1999	05/12/2008	Common Stock	2,142	$0	0	D
Non-Qualified Stock Option (right to buy)	$43.35	05/04/2004		M			27,694	05/09/2001	05/09/2010	Common Stock	27,694	$0	0	D
Non-Qualified Stock Option (right to buy)	$46.675	05/04/2004		M			15,716	05/12/1999	05/12/2008	Common Stock	15,716	$0	0	D
Non-Qualified Stock Option (right to buy)	$47.5	05/04/2004		M			27,896	05/11/2000	05/10/2009	Common Stock	27,896	$0	0	D
Non-Qualified Stock Option (right to buy)	$57.075	05/04/2004		M			6,748	08/12/2002	05/07/2004	Common Stock	6,748	$0	0	D
Non-Qualified Stock Option (right to buy)	$57.075	05/04/2004		M			2,547	08/12/2002	05/06/2005	Common Stock	2,547	$0	4,555	D
Non-Qualified Stock Option (right to buy)	$86.65	05/04/2004		A		1,961		11/04/2004	05/06/2005	Common Stock	1,961	$0	1,961	D
Non-Qualified Stock Option (right to buy)	$86.65	05/04/2004		A		10,837		11/04/2004	05/12/2008	Common Stock	10,837	$0	10,837	D
Non-Qualified Stock Option (right to buy)	$86.65	05/04/2004		A		19,414		11/04/2004	05/10/2009	Common Stock	19,414	$0	19,414	D
Non-Qualified Stock Option (right to buy)	$86.65	05/04/2004		A		18,381		11/04/2004	05/07/2010	Common Stock	18,381	$0	18,381	D

Explanation of Responses:

	By: George Ann Biros For: Mohammed S Nozari	05/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.