S-8

      
As filed with the Securities and Exchange Commission on April 24, 1995

______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
Minnesota Mining and Manufacturing 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
(612) 733-1110
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
_______________________
1992 GENERAL EMPLOYEES STOCK PURCHASE PLAN
of
MINNESOTA MINING AND MANUFACTURING COMPANY
(Full title of the plan)
____________________
Arlo D. Levi, Vice President and Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone:  (612) 733-1110
(Name, address, including zip code, and telephone number, including area 
code, of agent for service)
________________________________
CALCULATION OF REGISTRATION FEE

                                         Proposed  Proposed
                                         Maximum   Maximum     Amount
                                         Offering  Aggre-      of
                              Amount     Price     gate        Registra-
Title of Securities           to be      Per       Offering    tion
to be Registered             Registered  Share*    Price       Fee

Common Stock, without par    3,000,000  $58.5625  $175,687,500  $60,613
value                         shares

*Estimated solely for calculating amount of registration fee pursuant 
to Rule 457(h) of the Securities and Exchange Commission, on the basis of 
the average of the high and low prices for the common stock on the New 
York Stock Exchange - Composite Transactions on April 20, 1995.    
This registration statement will become effective immediately upon 
filing pursuant to Rule 462 of the Securities and Exchange Commission.






INCORPORATION OF DOCUMENTS BY REFERENCE

    This registration statement registers an additional 3,000,000 
    shares of registrant's common stock, without par value, being 
    offered under registrant's 1992 General Employees Stock Purchase 
    Plan, which was the subject of a registration statement on Form S-8 
    filed with the Commission on June 16, 1992.  This Form S-8 
    Registration Statement, Number 33-48690, and its contents are 
    incorporated herein by reference, including all applicable exhibits, 
    undertakings, and additional information provided therewith.

    Exhibits submitted herewith:

   5.  Updating opinion, re: legality

  24.  Consents of experts and counsel.

  99.  Additional exhibit - information required in the new 
  registration statement not in the earlier registration 
  statement incorporated herein by reference.




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 the 24th day of 
    April, 1995.

                     MINNESOTA MINING AND MANUFACTURING COMPANY

                     By   Livio D. DeSimone, Chairman of the Board

                     By   /s/ Arlo D. Levi
                          Arlo D. Levi, Attorney-in-Fact

    Pursuant to the requirements of the Securities Act of 1933, this 
    registration statement has been signed below by the following 
    persons in the capacities and on the dates indicated.

     Signature                  Title                      Date

LIVIO D. DESIMONE        Chairman of the Board;       April 24, 1995
                           Chief Executive Officer,
                           Director

GIULIO AGOSTINI          Senior Vice President;       April 24, 1995
                           Finance and Office 
                           Administration

EDWARD A. BRENNAN        Director                     April 24, 1995
HARRY A. HAMMERLY        Director                     April 24, 1995
ALLEN F. JACOBSON        Director                     April 24, 1995
ALLEN E. MURRAY          Director                     April 24, 1995 
AULANA L. PETERS         Director                     April 24, 1995
ROZANNE L. RIDGWAY       Director                     April 24, 1995
F. ALAN SMITH            Director                     April 24, 1995

    Arlo D. Levi, by signing his name hereto, does hereby sign this 
    document pursuant to powers of attorney duly executed by the other 
    person named, filed with the Securities and Exchange Commission, on 
    behalf of such other persons, all in the capacities and on the date 
    stated, such persons being a majority of the directors and the 
    Senior Vice President; Finance and Office Administration of 3M.


                          /s/ Arlo D. Levi
                          Arlo D. Levi, Attorney-in-Fact

EX-5

Exhibit 5.

April 21, 1995

Board of Directors
Minnesota Mining and
  Manufacturing Company
3M Center
St. Paul, Minnesota 55144

As Assistant General Counsel and Assistant Secretary of Minnesota 
Mining and Manufacturing Company ("3M"), I have examined the 
Restated Certificate of Incorporation and the Bylaws of 3M, as 
amended to date, the pertinent corporate records, including the 
minutes of the Annual Meeting of Stockholders and Board of 
Directors of 3M, and have conducted such other investigation as I 
have deemed necessary, and I have advised 3M in connection with 
the registration under the Securities act of 1933, as amended, of 
3,000,000 shares of 3M common stock without par value.  The said 
shares are to be offered and sold in connection with 3M's 1992 
General Employees Stock Purchase Plan.

I am of the opinion that:

  1.  3M has been duly incorporated and is an existing 
  corporation in good standing under the laws of the 
  State of Delaware.

  2.  All of 3M's presently outstanding common stock is validly 
  issued, fully paid, and nonassessable.

  3.  The Board of Directors has duly authorized the issuance of 
  the 3,000,000 shares.

  4.  Any authorized but unissued shares which may be optioned 
  and sold pursuant to the Plan, when issued, will be 
  duly authorized, validly issued, fully paid, and 
  nonassessable.

I hereby consent to the use of this opinion for filing with the 
aforementioned registration statement.

Yours truly,

/s/ Roger P. Smith

Roger P. Smith
Assistant General Counsel
 and Assistant Secretary

EX-23

Exhibit 23.

April 21, 1995

Board of Directors
Minnesota Mining and
  Manufacturing Company
3M Center
St. Paul, Minnesota

As Assistant General Counsel and Assistant Secretary of Minnesota
Mining and Manufacturing Company ("3M"), I have examined the
Restated Certificate of Incorporation and the Bylaws of 3M, as
amended to date, the pertinent corporate records, including the
minutes of the Annual Meeting of Stockholders and Board of 
Directors of 3M, and have conducted such other investigation as I
have deemed necessary, and I have advised 3M in connection with
the registration under the Securities act of 1933, as amended, of
3,000,000 shares of 3M common stock without par value.  The said
shares are to be offered and sold in connection with 3M's 1992
General Employees Stock Purchase Plan.

I am of the opinion that:

  1.  3M has been duly incorporated and is an existing
  corporation in good standing under the laws of the
  State of Delaware.

  2.  All of 3M's presently outstanding common stock is validly
  issued, fully paid, and nonassessable.

  3.  The Board of Directors has duly authorized the issuance of
  the 3,000,000 shares.

  4.  Any authorized but unissued shares which may be optioned
  and sold pursuant to the Plan, when issued, will be
  duly authorized, validly issued, fully paid, and 
  nonassessable.

I hereby consent to the use of this opinion for filing with the
aforementioned registration statement.

Yours truly,

/s/ Roger P. Smith

Roger P. Smith
Assistant General Counsel
  and Assistant Secretary

EX-23

Exhibit 23.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration 
Statement of Minnesota Mining and Manufacturing Company on Form 
S-8 of our report dated February 13, 1995, on our audits of the
consolidated financial statements of Minnesota Mining and Manufacturing 
Company and Subsidiaries as of December 31, 1994 and 1993, and 
for each of the three years in the period ended December 31, 
1994, which report is included in the Annual Report on Form 10-K
of Minnesota Mining and Manufacturing Company for the year ended
December 31, 1994.


                              /s/ COOPERS & LYBRAND L.L.P.
                              COOPERS & LYBRAND L.L.P.




St. Paul, Minnesota
April 24, 1995

EX-99

 Exhibit 99.

    The prospectus utilized in connection with the offering subject 
    to the form S-8 Registration Statement Number 33-48690 will not 
    require any new information not already contained therein for 
    utilization with this further offering.  It is registrant's intent 
    only to provide a current date for the prospectus, amend a minimal 
    amount of language on tax effects of participation so as to update 
    to current statutory rates on federal income taxes, and to adjust 
    the numbers of shares authorized in the 1992 Plan to reflect a two-
    for-one stock split effected by registrant in March, 1994.