Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
PALENSKY FRED J
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)
VICE PRESIDENT ENTERPRISE SVCS
(Last)
(First)
(Middle)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


 
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (1) 10/05/2004   J 214 (2) A $ 0 214 I by Daughter
Common Stock             27,485 D  
Common Stock             3,100 I by 401k/PAESOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 43.35           05/09/2001 05/09/2010 Common Stock
2,306
  2,306
D
 
Incentive Stock Option (right to buy) $ 46.675           05/12/1999 05/12/2008 Common Stock
1,071
  1,071
D
 
Incentive Stock Option (right to buy) $ 47.5           05/13/1998 05/10/2009 Common Stock
2,104
  2,104
D
 
Incentive Stock Option (right to buy) $ 58.625           05/08/2002 05/08/2011 Common Stock
1,704
  1,704
D
 
Non-Qualified Stock Option (right to buy) $ 58.625           05/08/2002 05/08/2011 Common Stock
40,987
  40,987
D
 
Non-Qualified Stock Option (right to buy) $ 61.85           05/14/2004 05/12/2013 Common Stock
40,000
  40,000
D
 
Non-Qualified Stock Option (right to buy) $ 62.85           10/26/2002 05/06/2005 Common Stock
4,186
  4,186
D
 
Non-Qualified Stock Option (right to buy) $ 62.85           10/26/2002 05/12/2006 Common Stock
2,512
  2,512
D
 
Non-Qualified Stock Option (right to buy) $ 63.525           07/07/2003 01/07/2013 Common Stock
24,002
  24,002
D
 
Non-Qualified Stock Option (right to buy) $ 64.5           05/15/2003 05/14/2012 Common Stock
46,200
  46,200
D
 
Non-Qualified Stock Option (right to buy) $ 84.4           05/12/2005 05/09/2014 Common Stock
44,891
  44,891
D
 
Non-Qualified Stock Option (right to buy) $ 85.5           10/22/2004 05/11/2009 Common Stock
5,235
  5,235
D
 
Non-Qualified Stock Option (right to buy) $ 85.5           10/22/2004 05/06/2011 Common Stock
9,705
  9,705
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PALENSKY FRED J

 
      VICE PRESIDENT ENTERPRISE SVCS  

Signatures

By: George Ann Biros For: Frederick Joseph Palensky 12/31/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The directly-held common stock holding reported in Table I includes shares acquired during the fiscal year pursuant to 3M's General Employee Stock Purchase Plan. The indirectly-held common stock holding (401k/PAESOP) reported in Table I includes shares acquired during the fiscal year pursuant to the 3M Voluntary Investment Plan.
(2) The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for puposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.