Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-132041

A filing fee of $31,440, based on a $800,000,000 maximum aggregate offering price,

Calculated in accordance with Rule 457(r), has been transmitted

to the SEC in connection with the debt securities offered by means of this pricing supplement and the

accompanying prospectus and prospectus supplement from Registration Statement No. 333-132041.

This paragraph shall be deemed to update the “Calculation of Registration Fee”

table in that Registration Statement.

 

PRICING SUPPLEMENT NO. 3 Dated October 27, 2008

To Prospectus Dated June 18, 2007 and

Prospectus Supplement Dated June 18, 2007

 

$800,000,000

3M COMPANY

Medium-Term Notes, Series E

 

4.50% Notes Due 2011

 

Type of Note:

 

Fixed Rate

 

 

 

Principal Amount:

 

$800,000,000

 

 

 

Price to Public:

 

99.830%

 

 

 

Proceeds to Company:

 

99.630% ($797,040,000)

 

 

 

Interest Rate:

 

4.50% per annum

 

 

 

Original Issue Date:

 

October 30, 2008

 

 

 

Maturity Date:

 

November 1, 2011

 

 

 

Interest Payment Dates:

 

May 1 and November 1 of each year, commencing May 1, 2009

 

 

 

Redemption:

 

Not redeemable

 

 

 

Day Count Convention:

 

30/360

 

 

 

Form:

 

DTC, Book-Entry

 

 

 

CUSIP No.:

 

88579EAF2

 

 

 

Underwriters:

 

J.P. Morgan Securities Inc.

 

 

 

Use of Proceeds:

 

The Issuer intends to use the net proceeds from the sale of the Notes to repay a portion of its outstanding commercial paper, with any remaining balance to be used for general corporate purposes.

 

 

 

Additional Information:

 

 

 

 

 

Selling Concession:

 

0.100%

 

 

 

Reallowance:

 

0.500%

 


 

The Issuer expects to deliver the Notes on or about October 30, 2008. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle within three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if an investor wishes to trade the Notes on any day prior to the third business day before the date of delivery of the Notes, the investor and its counterparty will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to agree to a delayed settlement cycle at the time of any such trade to prevent a failed settlement.

 

                On October 28, 2008, the Issuer filed with the Securities and Exchange Commission a Current Report on Form 8-K containing certain financial and related information for the quarter ended September 30, 2008.  The information contained in that Current Report is expressly incorporated by reference into this Pricing Supplement and the related Prospectus and Prospectus Supplement.  Investors should read this and other information which has been incorporated into this offering document.  (See “Where You Can Find Additional Information” in the accompanying Prospectus.)