FORM 5 U.S. SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0362 [ ] Check box if no longer Expires: April 30, 1997 subject to Section 16. Form 4 Estimate average burden or Form 5 obligations may hours per response.....1.0 continue. See Instructions 1(b) [ ] Form 3 Holdings Reported [X] Form 4 Transactions Reported ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 Symbol: EAR ----- ----- (Last) (First) (Middle) 3. IRS or Social Security 4. Statement for Officer (give Other Number of Reporting Month/Year ----- title ----- (specify Attn: Gregg M. Larson, Assistant Person (voluntary) 12/95 below) below) General Counsel (Street) 41-0417775 5. If Amendment, 3M Center Date of Original (Month/Year) -------------------------------- N/A (City) (State) (Zip) St. Paul MN 55144

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/ Amount (A) or Price End of Indirect Owner- Year) (D) Issuer's (I) ship Fiscal Year[1](Instr. (Instr. (Instr. 3 4) 4) and 4) [1] As of 12/29/95. [2] By Agreement dated January 6, 1993, the expiration date of the Option to Purchase $1,000,000 worth of Senior Preferred Series E Stock, at an exercise price of $90 per share of Series E Stock, was extended to December 31, 1994. [3] By Letter Agreement dated November 19, 1993, the Reporting Person provided certain funds to the Issuer and the parties agreed to certain terms relating to the exercise of the Option to Purchase the Senior Preferred Series E Stock, with the exercise transaction to be completed (at the option of the Reporting Person) upon performance by the Issuer of certain other obligations. [4] Exempt under Rule 16b-6(d). Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over) (Print or Type Responses) SEC 2270 (3-91)

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 of De- of In- (Instr. 3) Price (Month/ Acquired (A) ation Date lying ative Secur- rivative direct of Day/ or Disposed (Month/ Securities Secur- ities Secu- Bene- Deriva- Year) of (D) Day/Year) (Instr. 3 ity Bene- rity; ficial tive (Instr. 3, and 4) (Instr. ficially Direct Own- Security 4, and 5) 5) Owned (D) or ership at End Indi- (Instr. Amount of rect (I) 4) Date Expir- or Year 1 (Instr. Exer- ation Title Number (Instr. 4) cisa- Date of 4) (A) (D) ble Shares Option to Purchase Sr. Pfd. Series E $90.00 1/6/93 H4[2] 11,111 immed 12/31/93 Sr. 11,111 D Pfd. Ser- ies E Option to Purchase Sr. Pfd. Series E $90.00 1/6/93 J4[2] 11,111 immed 12/31/94 Sr. 11,111 D Pfd. Ser- ies E Option to Purchase Sr. Pfd. Series E $90 11/19/93 H4[3] 11,111 immed 12/31/94 Sr. 11,111 D Pfd. Ser- ies E Option to Purchase Sr. Pfd. Series E $90.00 11/19/93 J4[3] 11,111 immed 12/31/94 Sr. 11,111 D Pfd. Ser- ies E Option to Purchase Sr. Pfd. Series E $90.00 12/31/94 H4[4] 11,111 immed Sr. 11,111 -0- D Pfd. Ser- ies E Sr. Pfd. Series E Stock 1:100 7/24/95 P4[5] 4,706 immed Com- 470,600 85.00 4,706 D mon Sr. Pfd. Series E Stock 1:100 12/21/95 P4[6] 1,776 immed Com- 176,600 61.80 1,766 D mon Sr. Pfd. Series A 1:100 immed Com- 3,000,000 30,000 D mon Sr. Pfd. Series B 1:100 immed Com- 2,250,000 22,500 D mon Sr. Pfd. Series D 1:100 immed Com- 1,492,600 14,926 D mon Sr. Pfd. Series G 1:100 immed Com- 1,492,600 14,926 D mon Warrants to Purchase Sr. Pfd. Series C $.01 immed 2/22/98 Sr. 11,000 11,000 D Pfd. Ser- ies C Option to Purchase Sr. Pfd. Series F $125.00 immed 4/30/97 Sr. 8,000 8,000 D Pfd. Ser- ies F Explanation of Responses: [5] By Agreements dated May 1, 1995 and July 24, 1995, the Issuer agreed to issue and the Reporting Person agreed to buy (by conversion of an outstanding $400,000 loan to the Issuer) shares of Senior Preferred Series E Stock at $85 per share of Series E Stock. [6] By Letter Agreement dated December 21, 1995, the Reporting Person and the Issuer agreed to final terms for the purchase of the Senior Preferred Series E Stock upon conversion of the $400,000 loan referred to in footnote 4 above at an amended purchase price of $61.80 per share of Series E Stock. MINNESOTA MINING AND MANUFACTURING COMPANY ** Intentional misstatements or omissions of facts consititute Federal By: /s/ Roger P. Smith 7 - 9 - 96 Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------- ------------ Roger P. Smith, Date 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)