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 22, 1995
              (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.

On  December  22,  1995, the U.S. District  Court,  Northern
District of Alabama (the "Court"), approved a revised  class
action  settlement program for resolution of claims  seeking
damages  for  personal  injuries  from  allegedly  defective
breast  implants  (the "Revised Settlement  Program").   The
Revised  Settlement  Program is a  revision  of  a  previous
settlement   pursuant   to  a  Breast   Implant   Litigation
Settlement Agreement (the "Settlement Agreement") reached on
April  8,  1994, and approved by the Court on  September  1,
1994.

The  Revised Settlement Program includes only domestic class
members,  and  only class members with implants manufactured
by  certain  manufacturer defendants, including the  company
and  McGhan  Medical Corporation. The company's  obligations
under the Revised Settlement Program are limited to eligible
claimants with implants manufactured by the company  or  its
predecessors  ("3M  implants")  or  manufactured  by  McGhan
Medical  Corporation after its divestiture from the  company
on  August  3,  1984  ("Post-8/84 McGhan  implants").   With
respect to claimants with only Post-8/84 McGhan implants (or
only   Post   8/84  McGhan  implants  plus   certain   other
manufacturers' implants), the benefits may be  more  limited
than  for  claimants with 3M implants.   Such  benefits  are
payable by the company, Union Carbide Corporation and McGhan
Medical Corporation.

In  general,  the  amounts  payable  to  individual  current
claimants  (as  defined  in  the Court's  order)  under  the
Revised Settlement Program, and the company's obligations to
make  those payments, will not be affected by the number  of
class   members  electing  to  opt-out  from   the   Revised
Settlement  Program  or the number of class  members  making
claims  under the Revised Settlement Program.   The  Revised
Settlement Program provides for two compensation options, in
addition  to  certain  miscellaneous benefits,  for  current
claimants with 3M implants.

Under   the  first  option,  denominated  as  Fixed   Amount
Benefits,  current  claimants with 3M implants  who  satisfy
disease   criteria  established  in  the  prior   Settlement
Agreement  will  receive  amounts  ranging  from  $5,000  to
$100,000, depending on disease severity or disability level,
whether  the  claimant can establish that her implants  have
ruptured,  and  whether the claimant also has  had  implants
manufactured  by  Dow  Corning.  Under  the  second  option,
denominated as Long-Term Benefits, current claimants with 3M
implants  who satisfy more restrictive disease and  severity
criteria specified under the Revised Settlement Program  can
receive benefits ranging from $37,500 to $250,000.

In addition, current claimants with 3M implants are eligible
for  (a)  a  one-time payment of $3,000 upon removal  of  3M
implants during the course of the class settlement, and  (b)
an  advance  payment  of  $5,000 upon  proof  of  having  3M
implants and upon waiving or not timely exercising the right
to  opt-out  from  the Revised Settlement Program.   Current
claimants with only Post-8/84 McGhan implants (or only Post-
8/84  McGhan  implants  plus  certain  other  manufacturers'
implants)  are  eligible  only  for  benefits  ranging  from
$10,000 to $50,000.

Eligible  participants with 3M implants, who  did  not  file
current  claims but are able to satisfy the more restrictive
disease and severity criteria during an ongoing period of 15
years,  will be eligible for the Long-Term Benefits, subject
to certain funding limitations.  Such participants also will
be  eligible for an advance payment of $1,000 upon proof  of
having 3M implants and upon waiving or not timely exercising
the  right  to opt-out from the Revised Settlement  Program.
Benefit  levels  for  eligible  participants,  who  are  not
current  claimants, with only Post-8/84 McGhan implants  (or
only   Post-8/84   McGhan  implants   plus   certain   other
manufacturers'  implants) again will range from  $10,000  to
$50,000.

The  company's  obligations to fund Long-Term  benefits  for
eligible claimants with 3M implants, and its obligations  to
fund  any benefits for claimants with only Post-8/84  McGhan
implants, are suspended if certain provisions of the Revised
Settlement  Program  are challenged on appeal  and  will  be
canceled  if  any  of  those provisions are  disapproved  on
appeal.   In  that event, the other benefits provided  under
the Revised Settlement Program would still be payable to any
claimant with 3M implants who elected to participate in  the
program.

Because  it is uncertain how many plaintiffs will choose  to
participate  in  the  Revised Settlement  Program,  or  what
disease  criteria  they will satisfy and what  options  they
will  choose,  the total amount and timing of the  company's
prospective  payments under the Revised  Settlement  Program
cannot  be  determined with precision  at  this  time.   The
company, however, anticipates increasing its estimate of the
minimum probable liabilities and associated expenses as well
as  increasing  the receivables for the probable  amount  of
insurance recoveries in the fourth quarter of 1995.  As  new
developments  occur,  the  estimates  may  be  revised,   or
additional charges may be necessary to reflect the impact of
these  developments on the costs to the company of resolving
breast  implant litigation and claims.  While such revisions
or  additional future charges could have a material  adverse
impact  on the company's net income in the period  in  which
they  are recorded, the company believes that such revisions
or  additional  charges, if any, will not  have  a  material
adverse effect on the consolidated financial position of the
company.



                          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,
                                 Treasurer
                           


Dated:   January 9, 1996