As filed with the Securities and Exchange Commission on September 30, 2003
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   3M COMPANY
             (Exact name of Registrant as specified in its charter)

            Delaware                                    41-0417775
    (State of incorporation)                    (I.R.S. Employer I.D. No.)

                                    3M Center
                            St. Paul, Minnesota 55144
                                 (651) 733-2204
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                     2002 MANAGEMENT STOCK OWNERSHIP PROGRAM
                            (Full title of the plan)

                                 Gregg M. Larson
                     Assistant General Counsel and Secretary
                                   3M Company
                                    3M Center
                            St. Paul, Minnesota 55144
                           Telephone: (651) 733-2204
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                             Proposed              Proposed
                                                              Maximum               Maximum            Amount of
    Title of Securities              Amount to be             Offering             Aggregate         Registration
      to be Registered               Registered (1)          Price/Share (2)     Offering Price         Fee (3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                 <C>                 <C>
     Common Stock, $0.01
       par value/share                 7,700,000              $141.15            $1,086,855,000       $87,926.57
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

                                       1

<PAGE>

(3) Pursuant to Rule 457(p) under the Securities Act, the amount of the
registration fee payable hereunder has been partially offset by $9,066 which is
the remaining unused balance related to $130,416 of filing fees paid in respect
of $494,000,000 of unsold securities previously registered under the
Registration Statement on Form S-3 (No. 333-48922) of 3M Company filed with the
Securities and Exchange Commission on October 30, 2000. The amount of the filing
fee for securities to be registered hereunder pursuant to such offset has been
recalculated based upon the current fee rate of $80.90 per million. Therefore, a
$78,860.57 filing fee relating to securities being registered hereunder is being
paid herewith.


REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 2002 Management Stock Ownership
Program. In accordance with General Instruction E of Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Registration No. 333-101751
is incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 5, which have been updated.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference in this Registration Statement:

3M COMMISSION FILINGS (FILE NO. 1-3285)              DATE/PERIOD
---------------------------------------              -----------
       Description of 3M's common stock              Dated July 31, 2000, as
       contained in 3M's Registration Statement      amended on August 18, 2000
       on Form S-3, Registration No. 333-42660.

       Annual Report on Form 10-K                    Year ended December 31,
                                                     2002

       Quarterly Reports on Form 10-Q                Quarters ended March 31,
                                                     2003 and June 30, 2003

       Current Reports on Form 8-K                   March 4, 2003, March 26,
                                                     2003, May 23, 2003,
                                                     August 13, 2003, and
                                                     August 21, 2003

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act), after the
date hereof and prior to the filing of a post-effective amendment (other than
Current Reports furnished under Item 9 of Form 8-K which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that

                                       2

<PAGE>

a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Gregg M. Larson, who is our Assistant General Counsel, has issued an
opinion about the validity of securities registered hereby, as well as other
relevant legal matters. Mr. Larson beneficially owns, or has options to acquire,
a number of shares of our common stock, which represents less than 1% of the
total outstanding common stock.

ITEM 8.  EXHIBITS.

         See Exhibit Index

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, and State of Minnesota on September 30,
2003.

                                  3M COMPANY

                                  By     /s/ Gregg M. Larson
                                         --------------------------------------
                                  Name:  Gregg M. Larson
                                  Title: Assistant General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1993, this
registration statement has been signed by the following persons in the
capacities and on the dates as indicated.

        Signature                               Title
        ---------                               -----

           *                    Chairman of the Board, Chief
----------------------          Executive Officer and Director
W. James McNerney, Jr.

           *                    Senior Vice President, Chief
----------------------          Financial Officer (Principal Financial
Patrick D. Campbell             Officer)

           *                    Vice President and Controller
----------------------
Ronald G. Nelson


                                       3

<PAGE>

           *                    Director
----------------------
Linda G. Alvarado

           *                    Director
----------------------
Edward A. Brennan

           *                    Director
----------------------
Edward M. Liddy

           *                    Director
----------------------
Aulana L. Peters

           *                    Director
----------------------
Rozanne L. Ridgway

           *                    Director
----------------------
Kevin W. Sharer

           *                    Director
----------------------
Louis W. Sullivan



*By:  /s/ Gregg M. Larson
     ---------------------
       Gregg M. Larson
       Attorney-in-fact
Date:  September 30, 2003

















                                       4

<PAGE>



                                INDEX TO EXHIBITS



----------------  -------------------------------------------------------------
 Exhibit Number   Description
----------------  -------------------------------------------------------------
        5         Opinion of Counsel re Legality (Consent of Counsel
                  included therein).
----------------  -------------------------------------------------------------
       15         Awareness Letter of PricewaterhouseCoopers LLP (regarding
                  interim financial information)
----------------  -------------------------------------------------------------
       23         Consent of PricewaterhouseCoopers LLP (Consent of Counsel
                  included in Exhibit 5).
----------------  -------------------------------------------------------------
       24         Power of Attorney
----------------  -------------------------------------------------------------








                                       5
[{"type": "S-8", "sequence": "1", "filename": "mmm034141_s-8.txt", "secsgml_size_bytes": 10363}]
{"company-data": {"conformed-name": "3M CO", "cik": "0000066740", "assigned-sic": "2670", "irs-number": "410417775", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109282", "film-number": "03917343"}, "business-address": {"street1": "3M CENTER", "street2": "BLDG. 220-11W-02", "city": "ST PAUL", "state": "MN", "zip": "55144-1000", "phone": "6517332204"}, "mail-address": {"street1": "3M CENTER", "street2": "BLDG. 220-11W-02", "city": "ST. PAUL", "state": "MN", "zip": "55144-1000"}, "former-company": {"former-conformed-name": "MINNESOTA MINING & MANUFACTURING CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 30, 2003
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   3M COMPANY
             (Exact name of Registrant as specified in its charter)

            Delaware                                    41-0417775
    (State of incorporation)                    (I.R.S. Employer I.D. No.)

                                    3M Center
                            St. Paul, Minnesota 55144
                                 (651) 733-2204
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                     2002 MANAGEMENT STOCK OWNERSHIP PROGRAM
                            (Full title of the plan)

                                 Gregg M. Larson
                     Assistant General Counsel and Secretary
                                   3M Company
                                    3M Center
                            St. Paul, Minnesota 55144
                           Telephone: (651) 733-2204
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                             Proposed              Proposed
                                                              Maximum               Maximum            Amount of
    Title of Securities              Amount to be             Offering             Aggregate         Registration
      to be Registered               Registered (1)          Price/Share (2)     Offering Price         Fee (3)
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01
       par value/share                 7,700,000              $141.15            $1,086,855,000       $87,926.57
------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

                                       1
(3) Pursuant to Rule 457(p) under the Securities Act, the amount of the
registration fee payable hereunder has been partially offset by $9,066 which is
the remaining unused balance related to $130,416 of filing fees paid in respect
of $494,000,000 of unsold securities previously registered under the
Registration Statement on Form S-3 (No. 333-48922) of 3M Company filed with the
Securities and Exchange Commission on October 30, 2000. The amount of the filing
fee for securities to be registered hereunder pursuant to such offset has been
recalculated based upon the current fee rate of $80.90 per million. Therefore, a
$78,860.57 filing fee relating to securities being registered hereunder is being
paid herewith.

REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 2002 Management Stock Ownership
Program. In accordance with General Instruction E of Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Registration No. 333-101751
is incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 5, which have been updated.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference in this Registration Statement:

3M COMMISSION FILINGS (FILE NO. 1-3285)              DATE/PERIOD
---------------------------------------              -----------
       Description of 3M's common stock              Dated July 31, 2000, as
       contained in 3M's Registration Statement      amended on August 18, 2000
       on Form S-3, Registration No. 333-42660.

       Annual Report on Form 10-K                    Year ended December 31,
                                                     2002

       Quarterly Reports on Form 10-Q                Quarters ended March 31,
                                                     2003 and June 30, 2003

       Current Reports on Form 8-K                   March 4, 2003, March 26,
                                                     2003, May 23, 2003,
                                                     August 13, 2003, and
                                                     August 21, 2003

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act), after the
date hereof and prior to the filing of a post-effective amendment (other than
Current Reports furnished under Item 9 of Form 8-K which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that

                                       2
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Gregg M. Larson, who is our Assistant General Counsel, has issued an
opinion about the validity of securities registered hereby, as well as other
relevant legal matters. Mr. Larson beneficially owns, or has options to acquire,
a number of shares of our common stock, which represents less than 1% of the
total outstanding common stock.

ITEM 8.  EXHIBITS.

         See Exhibit Index

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, and State of Minnesota on September 30,
2003.

                                  3M COMPANY

                                  By     /s/ Gregg M. Larson
                                         --------------------------------------
                                  Name:  Gregg M. Larson
                                  Title: Assistant General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1993, this
registration statement has been signed by the following persons in the
capacities and on the dates as indicated.

        Signature                               Title
        ---------                               -----

           *                    Chairman of the Board, Chief
----------------------          Executive Officer and Director
W. James McNerney, Jr.

           *                    Senior Vice President, Chief
----------------------          Financial Officer (Principal Financial
Patrick D. Campbell             Officer)

           *                    Vice President and Controller
----------------------
Ronald G. Nelson

                                       3
*                    Director
----------------------
Linda G. Alvarado

           *                    Director
----------------------
Edward A. Brennan

           *                    Director
----------------------
Edward M. Liddy

           *                    Director
----------------------
Aulana L. Peters

           *                    Director
----------------------
Rozanne L. Ridgway

           *                    Director
----------------------
Kevin W. Sharer

           *                    Director
----------------------
Louis W. Sullivan

*By:  /s/ Gregg M. Larson
     ---------------------
       Gregg M. Larson
       Attorney-in-fact
Date:  September 30, 2003

                                       4
INDEX TO EXHIBITS

----------------  -------------------------------------------------------------
 Exhibit Number   Description
----------------  -------------------------------------------------------------
        5         Opinion of Counsel re Legality (Consent of Counsel
                  included therein).
----------------  -------------------------------------------------------------
       15         Awareness Letter of PricewaterhouseCoopers LLP (regarding
                  interim financial information)
----------------  -------------------------------------------------------------
       23         Consent of PricewaterhouseCoopers LLP (Consent of Counsel
                  included in Exhibit 5).
----------------  -------------------------------------------------------------
       24         Power of Attorney
----------------  -------------------------------------------------------------

                                       5