10-K/A

The Minnesota Mining and Manufacturing Company (3M) Form 10-K filed on
March 10, 1998 via EDGAR has been amended (Form 10-K/A).  Restated
Financial Data Schedules have been added for the interim periods
of 1997 (Exhibit 27.1), for the year and interim periods of 1996,
(Exhibit 27.2) and for year 1995 (Exhibit 27.3). Statement of Financial
Accounting Standards No. 128, Earnings per Share, required retroactive
restatement and triggered an obligation to file restated Financial Data
Schedules.  The cover page, exhibit index, signature page, and the new
exhibits follow.

  1
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               FORM 10-K/A

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                  For the year ended December 31, 1997


                    Commission file number 1-3285

              MINNESOTA MINING AND MANUFACTURING COMPANY

State of Incorporation: Delaware
                             I.R.S. Employer Identification No. 41-0417775
        Executive offices: 3M Center, St. Paul, Minnesota 55144
                   Telephone number: (612) 733-1110

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                 Name of each exchange
         Title of each class                     on which registered
     Common Stock, Par Value $.50 Per Share      New York Stock Exchange
                                                 Pacific Exchange
                                                 Chicago Stock Exchange

     Note:  The common stock of the registrant is also traded on the
     Amsterdam  Stock Exchange,  Swiss stock exchanges and the Tokyo
     Stock Exchange.

     Securities registered pursuant to section 12(g) of the Act: None

         Indicate by check mark whether the registrant (1)
     has filed all reports required to be filed by Section 13 or 15(d)
     of  the  Securities Exchange Act of 1934 during the preceding  12 
     months  (or  for  such  shorter period that  the  registrant  was
     required  to  file such reports),  and (2)  has been  subject  to
     such  filing  requirements for the past 90  days.   Yes X.  No  .

         Indicate by check mark if disclosure of delinquent
     filers  pursuant to Item 405 of Regulation S-K is  not  contained
     herein,  and  will not be contained, to the best of  registrant's
     knowledge,   in   definitive  proxy  or  information   statements
     incorporated by reference in Part III of this Form  10-K  or  any
     amendment to this Form 10-K. [    ]

         The aggregate market value of voting stock held by
     nonaffiliates  of the registrant, based on the closing  price  of
     $83.50  per  share  as reported on the New York  Stock  Exchange-
     Composite Index on January 30, 1998, was $33.7 billion.

     Shares of common stock outstanding at January 31, 1998:  404,042,820.

                   DOCUMENTS INCORPORATED BY REFERENCE
         Parts of the following documents are incorporated
     by  reference in Parts III and IV of this Form 10-K:   (1)  Proxy
     Statement for registrant's 1998 annual meeting, (2) Form 10-Q for
     period  ended  June 30, 1987; Form 8-K dated November  20,  1996;
     Form 8-K dated June 30, 1997, (3) Registration Nos. 33-48089  and
     333-30689.

                     This document contains 50 pages.
                The exhibit index is set forth on page 45.



 45

(c) Exhibits:

Incorporated by Reference:

                                                   Incorporated by Reference 
                                                      in the Report From

   (3)  Restated certificate of incorporation         Exhibit (3) to
        and bylaws, amended to and                    Form 10-Q
        including amendments of                       for period ended
        May 12, 1987.                                 June 30, 1987.

        Restated certificate of incorporation,        Form 8-K dated
        as amended as of May 13, 1997.                June 30, 1997.

        Bylaws, as amended as of November 11, 1996.   Form 8-K dated
                                                      November 20, 1996.

   (4)  Instruments defining the rights of security
        holders, including debentures:
        (a) common stock.                             Exhibit (3) above.
        (b) medium-term notes.                        Registration No. 33-48089
                                                      on Form S-3.

  (10)  Material contracts, management
        remuneration:
        (a) management stock ownership program.       Exhibit 4 of
                                                      Registration No. 333-30689
                                                      on Form S-8.
        (b) profit sharing plan, performance          Written description 
            unit plan and other compensation          contained in issuer's 
            arrangements.                             proxy statment for the
                                                      1998 annual shareholders'
                                                      meeting.


                                                       Reference (pages)
                                                            Form 10-K
   Submitted herewith:

        (12)  Calculation of ratio of earnings
              to fixed charges.                                  47

        (21)  Subsidiaries of the registrant.                    48

        (23)  Consent of experts.                                49

        (24)  Power of attorney.                                 50

        (27)  Financial data schedule for the year ended
              December 31, 1997 (EDGAR filing only).

        (27.1) Restated financial data schedule for the
               interim periods of 1997 (EDGAR filing only).

        (27.2) Restated financial data schedule for the
               year and interim periods of 1996 (EDGAR
               filing only).

        (27.3) Restated financial data schedule for the
               year 1995 (EDGAR filing only).


 46

                                   SIGNATURES                         

Pursuant to  the  requirements of Section 13 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.

                  MINNESOTA MINING AND MANUFACTURING COMPANY



                                By  /s/ Giulio Agostini
                                    Giulio Agostini, Senior Vice President
                                    Principal Financial and Accounting Officer
                                    March 10, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed below by the following persons on behalf of the registrant  and
in the capacities indicated on March 10, 1998.

Signature               Title

Livio D. DeSimone       Chairman of the Board and
                        Chief Executive Officer, Director

Ronald O. Baukol        Director
Edward A. Brennan       Director
Edward R. McCracken     Director
W. George Meredith      Director
Ronald A. Mitsch        Director
Allen E. Murray         Director
Aulana L. Peters        Director
Rozanne L. Ridgway      Director
Frank Shrontz           Director
F. Alan Smith           Director
Louis W. Sullivan       Director


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 constituting a majority
of the directors of the company.

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

EX-27.1

 


<ARTICLE> 5
<LEGEND>
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES. THIS SCHEDULE IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES.


<MULTIPLIER>    1,000,000
       
                                                    
<PERIOD-TYPE>                      9-MOS        6-MOS        3-MOS
<FISCAL-YEAR-END>                  DEC-31-1997  DEC-31-1997  DEC-31-1997
<PERIOD-END>                       SEP-30-1997  JUN-30-1997  MAR-31-1997
<CASH>                                     306          391          373
<SECURITIES>                               222          121          163
<RECEIVABLES>                            2,640        2,668        2,612
<ALLOWANCES>                                 0            0            0
<INVENTORY>                              2,373        2,370        2,304
<CURRENT-ASSETS>                         6,623        6,718        6,437
<PP&E>                                  12,031       12,217       11,985
<DEPRECIATION>                           7,117        7,241        7,159
<TOTAL-ASSETS>                          13,421       13,594       13,296
<CURRENT-LIABILITIES>                    3,483        3,535        3,685
<BONDS>                                  1,131        1,118          831
<PREFERRED-MANDATORY>                        0            0            0
<PREFERRED>                                  0            0            0
<COMMON>                                   236          236          296
<OTHER-SE>                               6,088        6,113        5,940
<TOTAL-LIABILITY-AND-EQUITY>            13,421       13,594       13,296
<SALES>                                 11,357        7,531        3,714
<TOTAL-REVENUES>                        11,357        7,531        3,714
<CGS>                                    6,418        4,245        2,089
<TOTAL-COSTS>                            6,418        4,245        2,089
<OTHER-EXPENSES>                             0            0            0
<LOSS-PROVISION>                             0            0            0
<INTEREST-EXPENSE>                          74           51           23
<INCOME-PRETAX>                          2,851        1,357          677
<INCOME-TAX>                             1,035          486          244
<INCOME-CONTINUING>                      1,755          828          410
<DISCONTINUED>                               0            0            0
<EXTRAORDINARY>                              0            0            0
<CHANGES>                                    0            0            0
<NET-INCOME>                             1,755          828          410
<EPS-PRIMARY>                             4.23         1.99          .99
<EPS-DILUTED>                             4.17         1.96          .97
        

 

EX-27.2

 


<ARTICLE> 5
<LEGEND>
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES. THIS SCHEDULE IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES.  CERTAIN RECLASSIFICATIONS HAVE BEEN MADE TO
1996 BALANCE SHEET AMOUNTS TO CONFORM WITH THE 1997 YEAR PRESENTATION.


<MULTIPLIER>    1,000,000
       
                                                         
<PERIOD-TYPE>                 12-MOS       9-MOS        6-MOS        3-MOS
<FISCAL-YEAR-END>             DEC-31-1996  DEC-31-1996  DEC-31-1996  DEC-31-1996
<PERIOD-END>                  DEC-31-1996  SEP-30-1996  JUN-30-1996  MAR-31-1996
<CASH>                                583          584          633          527
<SECURITIES>                          161          201          184          187
<RECEIVABLES>                       2,504        2,741        2,613        2,539
<ALLOWANCES>                            0            0            0            0
<INVENTORY>                         2,264        2,256        2,136        2,137
<CURRENT-ASSETS>                    6,486        7,044        6,642        6,452
<PP&E>                             12,050       11,873       11,408       11,339
<DEPRECIATION>                      7,206        7,120        6,794        6,714
<TOTAL-ASSETS>                     13,364       13,689       13,211       14,123
<CURRENT-LIABILITIES>               3,606        4,175        3,804        3,688
<BONDS>                               851          691          681          984
<PREFERRED-MANDATORY>                   0            0            0            0
<PREFERRED>                             0            0            0            0
<COMMON>                              296          296          296          296
<OTHER-SE>                          5,988        5,999        5,799        6,677
<TOTAL-LIABILITY-AND-EQUITY>       13,364       13,689       13,211       14,123
<SALES>                            14,236       10,613        6,990        3,468
<TOTAL-REVENUES>                   14,236       10,613        6,990        3,468     
<CGS>                               8,099        6,045        3,976        1,990
<TOTAL-COSTS>                       8,099        6,045        3,976        1,990
<OTHER-EXPENSES>                        0            0            0            0
<LOSS-PROVISION>                        0            0            0            0
<INTEREST-EXPENSE>                     79           54           32           17
<INCOME-PRETAX>                     2,479        1,862        1,229          598
<INCOME-TAX>                          886          670          449          218 
<INCOME-CONTINUING>                 1,516        1,141          743          362
<DISCONTINUED>                         10            0            0            0
<EXTRAORDINARY>                         0            0            0            0
<CHANGES>                               0            0            0            0
<NET-INCOME>                        1,526        1,141          743          362
<EPS-PRIMARY>                        3.65         2.73         1.78          .87
<EPS-DILUTED>                        3.62         2.70         1.76          .86
        

 

EX-27.3

 


<ARTICLE> 5
<LEGEND>
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES.  THIS SCHEDULE IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES. CERTAIN RECLASSIFICATIONS HAVE BEEN MADE TO
DECEMBER 31, 1995, BALANCE SHEET AMOUNTS TO CONFORM WITH THE 1997 YEAR
PRESENTATION.


<MULTIPLIER>    1,000,000
       
                                          
<PERIOD-TYPE>                      12-MOS        
<FISCAL-YEAR-END>                  DEC-31-1995  
<PERIOD-END>                       DEC-31-1995  
<CASH>                                     485
<SECURITIES>                               287
<RECEIVABLES>                            2,398
<ALLOWANCES>                                 0
<INVENTORY>                              2,206
<CURRENT-ASSETS>                         6,395
<PP&E>                                  11,234
<DEPRECIATION>                           6,596
<TOTAL-ASSETS>                          14,183
<CURRENT-LIABILITIES>                    3,548
<BONDS>                                  1,203
<PREFERRED-MANDATORY>                        0
<PREFERRED>                                  0
<COMMON>                                   296
<OTHER-SE>                               6,588
<TOTAL-LIABILITY-AND-EQUITY>            14,183
<SALES>                                 13,460
<TOTAL-REVENUES>                        13,460
<CGS>                                    7,720
<TOTAL-COSTS>                            7,720
<OTHER-EXPENSES>                             0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                         102
<INCOME-PRETAX>                          2,168
<INCOME-TAX>                               785
<INCOME-CONTINUING>                      1,306
<DISCONTINUED>                            (330)
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                               976
<EPS-PRIMARY>                             2.32
<EPS-DILUTED>                             2.31