EXHIBIT 8.1


February 14, 2003



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

         Re:  3M Company Liquid Yield Option(TM) Notes due 2032

Ladies & Gentlemen:

         I am tax counsel to 3M Company, a Delaware corporation (the "Company"),
and have advised the Company in connection with the registration of $639,000,000
aggregate principal amount at maturity of the Company's Liquid Yield Option(TM)
Notes due November 21, 2032 (the "Securities") by the Company under the
Securities Act of 1933, as amended (the "Act"), on Form S-3, of which the
preliminary Prospectus forms a part (the "Prospectus"), to be filed with the
Securities and Exchange Commission on the date hereof (the "Registration
Statement"). The Securities were issued pursuant to an Indenture, dated as of
November 21, 2002 (the "Indenture"), between the Company and Citibank, N.A., as
trustee.

         As tax counsel to the Company, I have made such legal and factual
examinations and inquiries and obtained such advice, assurances, and
certificates as I have deemed necessary and advisable under the circumstances in
order to render this opinion, including, but not limited to, an examination of
originals or copies of the following:

                  (a)      the Registration Statement and Prospectus;

                  (b)      the Purchase Agreement, dated as of November 15, 2002
                           (the "Purchase Agreement"), between the Company and
                           Merrill Lynch & Co., Merrill Lynch Pierce Fenner &
                           Smith Incorporated (the "Initial Purchaser"), with
                           respect to the issue and sale by the Company and the
                           purchase by the Initial Purchaser of the Securities;

                  (c)      the Indenture;

                  (d)      the forms of the Securities, as attached as exhibits
                           to the Indenture; and



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(TM)     Trademark of Merrill Lynch & Co., Inc.




                  (e)      the Registration Rights Agreement, dated as of
                           November 21, 2002, between the Company and the
                           Initial Purchaser.

The term "Documents" as used in this opinion letter refers to the documents
listed in paragraphs (b) through (e) above.

         In my examinations, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of original and
certified documents, and the conformity to original or certified documents of
all copies submitted as conformed or reproduced copies. To the extent it may be
relevant to the opinions expressed herein, I have assumed that parties to the
Documents other than the Company have the power to enter into and perform such
agreements and that such agreements have been duly authorized, executed, and
delivered by such other parties and constitute legal, valid, and binding
obligations of such other parties, enforceable against such parties in
accordance with their terms, and that such parties will comply with all other
obligations under the Documents and all laws applicable thereto.

         On the basis of the foregoing, and in reliance thereon, and subject to
the assumptions, qualifications, and limitations set forth herein, I am of the
opinion that:

         The Securities will be treated as indebtedness of the Company for
United States federal income tax purposes that are subject to the regulations
governing contingent payment debt instruments that are contained in Treasury
Regulation section 1.1275-4(b); and the statements in the Prospectus under the
caption "Certain United States Federal Income Tax Considerations", insofar as
such statements constitute a summary of the United States federal tax laws
referred to therein, accurately summarize in all material respects the United
States federal tax laws referred to therein.

         The opinions expressed herein are given as of the date hereof, and I
undertake no obligation to supplement this letter if any applicable laws change
after the date hereof or if I become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason. This
opinion is provided to you as a legal opinion only and not as a guaranty or
warranty of the matters discussed herein.

         I consent to the filing of this opinion by the Company as an exhibit to
the Registration Statement and to the use of my name under the captions "
Certain United States Federal Income Tax Considerations"and "Legal Matters" in
the Prospectus.

                                       Very truly yours,

                                       /s/ Henry W. Gjersdal, Jr.
                                       Henry W. Gjersdal, Jr.
                                       Tax Counsel