S-8

As filed with the Securities and Exchange Commission on May 12, 1997
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) 733-1528
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

1992 MANAGEMENT STOCK OWNERSHIP PROGRAM of
MINNESOTA MINING AND MANUFACTURING COMPANY
(Full title of the plan)

Roger P. Smith, Secretary
Minnesota Mining and Manufacturing Company
3M Center
St. Paul, Minnesota 55144
Telephone: (612) 733-1528
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of      Amount         Proposed         Proposed       Amount of 
Securities    to be          Maximum          Maximum        Registration 
Registered    Registered     Offering Price   Aggregate      Fee
                             Per Share*       Offering Price
Common Stock, 2,550,000      $89.25           $227,878,500   $78,479.00
without       shares
par value        
- ----------------------------------------------------------------------------
*  Estimated solely for calculating amount of registration fee pursuant to 
Rule 457(c) of the Securities and Exchange Commission, on the basis of the 
average of the high and low prices reported for the common stock on the 
New York Stock Exchange - Composite Transactions on May 5, 1997.
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 2,550,000 shares of 
registrant's common stock, without par value, being offered under 
registrant's 1992 Management Stock Ownership Program, which was the subject 
of a registration statement on Form S-8 filed with the Commission on 
July 14, 1992.  This Form S-8 Registration Statement, Number 33-49842, 
and its contents are incorporated herein by reference, including all 
applicable exhibits undertakings, and additional information provided 
therewith.


EXHIBIT INDEX

Exhibit          Description
Number 
5                Opinion of Counsel re Legality (Consent of Counsel included 
                 therein)

15               Awareness Letter of Coopers & Lybrand L.L.P. (regarding 
                 interim financial information)

23               Consent of Coopers & Lybrand L.L.P. (Consent of Counsel 
                 included in Exhibit 5)

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 12th day 
of May, 1997.

MINNESOTA MINING AND 
MANUFACTURING COMPANY

By  /s/ L.D. DeSimone
Livio D. DeSimone, Chairman of the Board

By  /s/ Roger P. Smith
	Roger P. Smith, 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;       May 12, 1997
                           Chief Executive Officer,
                           Director

Giulio Agostini            Senior Vice President,       May 12, 1997
                           Finance 
Edward A. Brennan          Director                     May 12, 1997
Allen F. Jacobson          Director                     May 12, 1997
Allen E. Murray            Director                     May 12, 1997
Aulana L. Peters           Director                     May 12, 1997
Rozanne L. Ridgway         Director                     May 12, 1997
F. Alan Smith              Director                     May 12, 1997

Roger P. Smith, by signing his name hereto, does hereby sign this document 
pursuant to powers of attorney duly executed by the other persons 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 of 3M.

/s/ Roger P. Smith
Roger P. Smith, Attorney-in-Fact

EX-5

EXHIBIT 5
May 12, 1997


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


As Assistant General Counsel 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 2,550,000 shares of 3M common 
stock without par value.  The said shares are to be offered and sold in 
connection with 3M's 1992 Management Stock Ownership Program (the "Program").

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 2,550,000 
shares.

4.  Any authorized but unissued shares which may be optioned and sold 
pursuant to the Program, 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.

Sincerely,

/s/ Gregg M. Larson

Gregg M. Larson
Assistant General Counsel

EX-15

Exhibit 15

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


We are aware that our report dated April 22, 1997 on our reviews of interim 
condensed consolidated financial information of Minnesota Mining and 
Manufacturing Company and Subsidiaries (the Company) for the three-month 
periods ended March 31, 1997 and 1996, and included in the Company's 
Form 10-Q for the quarter ended March 31,1997, is incorporated by reference 
in this registration statement on Form S-8.  Pursuant to Rule 436(c), under 
the Securities Act of 1933, this report should not be considered a part of the 
registration statement prepared or certified by us within the meaning 
of Sections 7 and 11 of that Act.

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

St. Paul, Minnesota 
May 12, 1997

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 10, 1997, on our audits of the consolidated financial 
statements of Minnesota Mining and Manufacturing Company and Subsidiaries 
as of December 31, 1996 and 1995, and for each of the three years in the
period ended December 31, 1996, which report is included in the Annual 
Report on Form 10-K of Minnesota Mining and Manufacturing Company 
for the year ended December 31, 1996.


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

St. Paul, Minnesota
May 12, 1997

EX-99

EXHIBIT 99

The prospectus utilized in connection with the offering subject to the 
form S-8 Registration Statement Number 33-49842 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 number of shares authorized in the 1992 Program to 
reflect a two-for-one stock split effected by the Registrant in March, 1994.