

<TABLE>
FORM 4                                          U.S. SECURITIES AND EXCHANGE COMMISSION                          OMB APPROVAL
                                                      WASHINGTON, D.C.   20549                           OMB NUMBER:      3235-0287
[ ] Check this box if no longer                                                                          Expires:    April 30, 1997
    subject to Section 16.  Form 4                                                                       Estimate average burden
    or Form 5 obligations may                 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP               hours per response.....0.5
    continue.  See Instructions 1(b)

                           Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
                           17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
                                                       Investment Company Act of 1940

1.Name and Address of Reporting Person  2. Issuer Name and Ticker                     6. Relationship of Reporting Person to Issuer
                                           or Trading Symbol                                        (Check all applicable)
  Minnesota Mining and Manufacturing                                                         Director               X  10% Owner
  Company                                  HEARx, Ltd. / Ticker: EAR                    -----                     -----

(Last)       (First)    (Middle)        3. IRS or Social Security  4. Statement for           Officer (give             Other
                                           Number of Reporting        Month/Year        -----          title      ----- (specify
Attention: Gregg M. Larson, Assistant      Person (voluntary)                                          below)            below)
           General Counsel                                                3/96

             (Street)                       41-0417775             5. If Amendment,
                                                                      Date of Original
3M Center                                                             (Month/Year)          --------------------------------
                                                                                    
(City)       (State)       (Zip)                                          N/A

St. Paul       MN           55144

<CAPTION>
                                       TABLE I  NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED

1. Title of Security                    2. Trans-  3. Trans-     4. Securities Acquired    5. Amount of  6. Owner-    7. Nature
   (Instr. 3)                              action     action        (A)or Disposed of (D)     Securities    ship         of
                                           Date       Code                                    Benefic-      Form:        Indirect
                                                      (Instr. 8)       (Instr. 3, 4 and 5)    ially         Direct       Bene-
                                        (Month/                                               Owned at      (D) or       ficial
                                         Day/      Code     V    Amount    (A) or   Price     End of        Indirect     Owner-
                                         Year)                             (D)                Month         (I)          ship
                                                                                              (Instr. 3     (Instr.      (Instr.
                                                                                              and 4)        4)           4)
<S>                                     <C>        <C>     <C>   <C>        <C>     <C>    <C>           <C>          <C>

Common Stock (former Sr. Pfd.
  Series A)                            3/15/96     C[1]          3,000,000   A             3,000,000     D

Common Stock (former Sr. Pfd.
  Series B)                            3/15/96     C[1]          2,250,000   A             2,250,000     D

Common Stock (former Sr. Pfd.
  Series D)                            3/15/96     C[1]          1,492,600   A             1,492,600     D

Common Stock (former Sr. Pfd.
  Series E)                            3/15/96     C[1]            647,200   A               647,200     D

Common Stock (former Sr. Pfd.
  Series G)                            3/15/96     C[1]          1,492,600   A             1,492,600     D

[1]  On March 15, 1996, the Issuer listed its Common Stock on the American Stock Exchange.  As a result of the listing, the
     Preferred Stock of the Issuer and the Warrants and Options to purchase Preferred Stock of the Issuer, then held by the
     Reporting Person, automatically converted by their terms to Common Stock (or Options or Warrants to purchase Common
     Stock) at a ratio of 1:100.  Exempt pursuant to Rule 16b-6(b).

Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.              (Over)
                                                             (Print or Type Responses)                              SEC 1474 (8-92)

</TABLE>

<TABLE>
<CAPTION>
                       TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
                                   (e.g., puts, calls, warrants, options, convertible securities)

1.Title of    2.Conver-  3.Trans-  4.Transac-   5.Number of    6.Date Exer- 7.Title      8.Price  9.Number    10.Owner-  11.Na-
  Derivative    sion or    action    tion Code    Derivative     cisable      and Amount   of       of Deriv-    ship       ture
  Security      Exercise   Date      (Instr. 8)   Securities     and Expir-   of Under-    Deriv-   ative        Form       of In-
  (Instr. 3)    Price      (Month/                Acquired (A)   ation Date   lying        ative    Secur-       of De-     direct
                of         Day/                   or Disposed    (Month/      Securities   Secur-   ities        rivative   Bene-
                Deriva-    Year)                  of (D)         Day/Year)                 ity      Bene-        Secu-      ficial
                tive                              (Instr. 3,                  (Instr. 3    (Instr.  ficially     rity;      Own-
                Security                          4, and 5)                   and 4)        5)      Owned        Direct     ership
                                                                                                    at End       (D) or     (Instr.
                                                                                   Amount            of           Indi-       4)
                                                               Date  Expir-        or                Month        rect (I)
                                                               Exer- ation  Title  Number            (Instr.      (Instr.
                                                               cisa- Date          of                4)           4)
                                   Code           (A)    (D)   ble                 Shares
<S>           <C>        <C>       <C>          <C>      <C>   <C>   <C>    <C>    <C>      <C>      <C>         <C>         <C>

Sr. Pfd. 
 Series A     1:100      3/15/96    C[1]               30,000  immed.       Common 3,000,000         -0-         D

Sr. Pfd. 
 Series B     1:100      3/15/96    C[1]               22,500  immed.       Common 2,250,000         -0-         D

Sr. Pfd. 
 Series D     1:100      3/15/96    C[1]               14,926  immed.       Common 1,492,600         -0-         D

Sr. Pfd. 
 Series E     1:100      3/15/96    C[1]                6,472  immed.       Common   647,200         -0-         D

Sr. Pfd. 
 Series G     1:100      3/15/96    C[1]               14,926  immed.       Common 1,492,600         -0-         D

Warrants to 
 Purchase 
 Sr. Pfd.
 Series C      $.01      3/15/96    C[1]               11,000  immed. 2/22/98 Sr.Pfd.   11,000       -0-         D
                                                                              Series C

Warrants to 
 Purchase
 Common Stock
 (former Sr.
 Pfd. Series
 C)          $.0001      3/15/96    C[1]      11,000           immed. 2/22/98 Common 1,100,000       11,000      D

Option to 
 Purchase 
 Sr. Pfd.
 Series F   $125.00      3/15/96    C[1]                8,000  immed. 4/30/97 Sr.Pfd.    8,000       -0-         D
                                                                              Series F

Option to 
 Purchase
 Common Stock
 (Former Sr.
 Pfd. Series
 F)           $1.25      3/15/96    C[1]      8,000           immed. 4/30/97 Common    800,000       8,000       D


Explanation of Responses:

                                                                                   MINNESOTA MINING AND MANUFACTURING COMPANY

                                                                                   By: /s/    Roger P.Smith            7-9-96
** Intentional misstatements or omissions of facts constitute                         ----------------------------  -----------
   Federal Criminal Violations.  See 18 U.S.C. 1001 and                                       Roger P. Smith           Date
   15. U.S.C. 78ff(a).                                                                        Corporate Secretary


Note: File three copies of this Form, one of which must be manually signed.                                                  Page 2
      If space provided is insufficient, see Instruction 6 for procedure.                                           SEC 1474 (8-92)
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