8-K

                     SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C.    20549


                                   FORM 8-K


                                CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of the 
                          Securities Exchange Act of 1934


                        Date of Report: December 16, 1998
                        (Date of earliest event reported)


                  MINNESOTA MINING AND MANUFACTURING COMPANY
           (Exact name of registrant as specified in its charter)


                                File No. 1-3285
                           (Commission File Number)


                Delaware                             41-0417775
        (State of incorporation)               (I.R.S. Employer
                                           Identification Number)


            3M Center                              55144-1000
            St. Paul, Minnesota                    (Zip Code)
                 (Address of principal executive offices)


               Registrant's telephone, including area code:
                             (612) 733-1110


ITEM 5.   OTHER EVENTS.

In a release dated December 16, 1998, the Registrant announced
that it expects fourth-quarter earnings to be below those in the
same quarter last year.  The news release also contained
forward-looking statements relating to the fourth-quarter of 1998
and 1999. The news release is attached as Exhibit 99 and incorporated
by reference herein.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

   (c)  Exhibits Required by Item 601 of Regulation S-K
        EXHIBIT NO.  DESCRIPTION
        ----------   -----------
          99         News Release dated December 16, 1998


                           SIGNATURE


     Pursuant to the requirements of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized
on the date indicated.

                           MINNESOTA MINING AND
                           MANUFACTURING COMPANY


                       By: /s/ Janet L. Yeomans
                           --------------------
                          Janet L. Yeomans,
                          Vice President and Treasurer

Dated:   December 16, 1998


                      EXHIBIT INDEX

EXHIBIT         DESCRIPTION
- ------          -----------
99              Press Release dated December 16, 1998

EX-99

Contacts:  Jon Greer
           651-736-1915
           Matt Ginter
           651-733-8206
           Mary McCormick
           651-736-5068


FOR IMMEDIATE RELEASE


                3M Discusses Fourth-Quarter Outlook


     St. Paul, Minn. - Dec. 16, 1998 - 3M said today that it expects
lower fourth-quarter earnings, due to modest sales growth,
reductions in factory output and negative currency effects.

     Per-share earnings, excluding one-time items, are estimated to
be about 10 percent below the same quarter last year. Currency
effects will reduce earnings by about 6 cents a share, or about 7
percent. In the fourth quarter last year, 3M earned $366 million,
or 89 cents a share on a diluted basis. 

     3M expects that its fourth-quarter sales - excluding currency
impacts - will increase about 2 percent from the same quarter last
year, slightly less than expected.

     "During the quarter, we have slowed factory output to bring
inventory levels into better line with current and projected
demand," said L.D. DeSimone, chairman and chief executive officer.
"This is having a negative effect on fourth-quarter gross margins."

     He said the company's cost-reduction initiative is ahead of
schedule, but that the bulk of the savings from the actions will
occur during the next two years.

     As previously announced, 3M intends to reduce about 4,500 job
positions - more than 5 percent of its worldwide total - by the end
of 1999. Of these reductions, approximately 2,000 will take place
by the end of this year. These job reductions stem from streamlining
of corporate structure, consolidation of manufacturing operations,
and elimination of low-margin product lines.

     The company said its expects higher 1999 profits, despite a
continued challenging economic environment. At this juncture, the
company estimates that 1999 per-share earnings will rise about 8
percent on a revenue gain of 4 to 5 percent. 

     "New products, productivity gains and cost controls will help
our 1999 results," DeSimone said.

     3M - a leading global manufacturer of products for industrial,
consumer, health care and other markets - will report fourth-quarter
results on January 25.


FORWARD-LOOKING STATEMENTS
Certain portions of this news release that do not relate to
historical financial information constitute forward-looking
statements. These forward-looking statements are subject to certain
risks and uncertainties. Actual future results and trends may differ
materially from historical results or those expected depending on a
variety of factors, including: (1) foreign exchange rates and
fluctuations in those rates; (2) worldwide economic growth;
(3) raw materials, including shortages and increases in the costs
of key raw materials; (4) legal proceedings; and (5) impact of
the Year 2000 issue.