8-K

                            UNITED STATES
                  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:  January 17, 2001
                     (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:
                            (651) 733-1110





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits Required by Item 601 of Regulation S-K

EXHIBIT NO.    DESCRIPTION
- ----------     -----------

99.1           Press Release

99.2           Prepared remarks of W. James McNerney, Jr., Chairman and Chief
               Executive Officer, and Robert J. Burgstahler, Chief Financial
               Officer

ITEM 9.  Regulation FD Disclosure

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of Minnesota Mining and Manufacturing Company dated January 16,
2001, reporting 3M's financial results for the fourth quarter of 2000. Also
attached as Exhibit 99.2 are the prepared remarks of W. James McNerney, Jr.,
Chairman and Chief Executive Officer, and Robert J. Burgstahler, Chief Financial
Officer, at an earnings conference call on January 17, 2001.


                            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.

                            MINNESOTA MINING AND
                            MANUFACTURING COMPANY

                        By: /s/  Gregg M. Larson
                            --------------------
                            Gregg M. Larson,
                            Assistant Secretary

Dated:  January 17, 2001










                            EXHIBIT INDEX

EXHIBIT             DESCRIPTION
- -------             -----------
99.1                Press release
99.2                Prepared remarks of W. James McNerney, Jr., Chairman and
                    Chief Executive Officer, and Robert J. Burgstahler, Chief
                    Financial Officer

EX-99.1

                            EXHIBIT 99.1

Investor Contacts:  Jon Greer           Matt Ginter
                    651-736-1915        651-733-8206
                    jagreer@mmm.com     mjginter@mmm.com

Media Contact:      John Cornwell
                    651-733-7698
                    jrcornwell@mmm.com


FOR IMMEDIATE RELEASE

3M to Report Higher Fourth-Quarter Sales and Earnings

St. Paul, Minn. - Jan. 16, 2001 -- 3M said today it achieved higher
fourth-quarter sales and earnings excluding non-recurring items, but significant
slowing of the U.S. economy and a strong U.S. dollar held back growth.

     Net income for the quarter totaled $447 million, or $1.12 per share, up
from $444 million, or $1.10 per share, in the fourth quarter of 1999, but below
the company's previous expectation. Currency effects reduced earnings for the
quarter by 5 cents per share.

     3M said it increased volume 8.5 percent from the fourth quarter of 1999.
Sales of $4.1 billion increased 2 percent, with good volume gains significantly
offset by negative currency translation of nearly 5 percent and slightly lower
selling prices. 3M continued to achieve double-digit volume gains in all major
international areas. U.S. volume was basically unchanged from the fourth quarter
of 1999, with demand particularly soft in the month of December.





Operating income at 17.5 percent of sales was down one percentage point from the
fourth quarter of 1999 due to flat U.S. volume, the impact of the stronger U.S.
dollar and acquisition effects. These impacts at the net income level were
partially offset by a slightly lower tax rate of 33 percent.

For the year 2000, 3M achieved record results, with earnings per share -
excluding non-recurring items - growing 11 percent from 1999, and volume
increasing more than 10 percent from the prior year.

     W. James McNerney, Jr., Chairman and Chief Executive Officer, said, "We're
committed to sustaining double-digit earnings growth in 2001, despite the
current weak and uncertain economic picture. We're quickly sizing our cost
structure to meet this target even if our sales in local currencies fall
significantly short of our original expectation of about 11 percent growth, and
currency rates continue at present negative levels."

     The company expects mid-single-digit earnings per share growth in the first
quarter, as accelerated cost reduction efforts begin to take effect.

"We will aggressively manage our overall cost base, while funding our major
growth engines. This will position 3M well to capitalize on a resumption of more
normal economic growth," McNerney said.

     "We remain confident in our ability to achieve solid, consistent profit
growth even as we deal with these difficult economic challenges," he said.

3M has moved up its conference to discuss results for the fourth quarter and
expectations for 2001 to 8:30 a.m. EST (7:30 a.m. Central) on Jan. 17. The
teleconference will be available via webcast at
http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=MMM&script=2400.

     The company will issue financial statements for the fourth quarter and year
2000 next week.

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) worldwide economic conditions;
(2) foreign exchange rates and fluctuations in those rates; (3) the timing and
acceptance of new product offerings; (4) raw materials, including shortages and
increases in the costs of key raw materials; (5) our ability to successfully
manage acquisitions, divestitures and strategic alliances; and (6) legal
proceedings.

# # #
About 3M
     3M is a $16 billion technology company with leading positions in
electronics, telecommunications, industrial, consumer and office, health care,
safety and other markets. Headquartered in St. Paul, Minnesota, the company has
operations in more than 60 countries and serves customers in nearly 200
countries. 3M businesses share technologies, manufacturing operations, brands,
marketing channels and other important resources. 3M is one of the 30 stocks
that make up the Dow Jones Industrial Average and also is a component of the
Standard & Poor's 500 Index. Additional information about the company is
available on the Internet at www.3M.com.

EX-99.2

Exhibit 99.2


J. McNerney Remarks:



Good morning... I appreciate you joining us on short notice... and I look
forward to having regular contact with you.

We've moved up the teleconference date because our results in the fourth quarter
were below expectations, primarily due to the slowdown of the U.S. economy...
especially in the latter part of the quarter.

We continued to do well internationally... with strong volume growth and profit
margins of over 22 percent. Currency reduced our international sales by 9
percent... the largest impact in many quarters.

The big story, of course, is the significant slowdown in the U.S. economy. The
magnitude of this slowing was greater than anticipated. We altered our
spending... but the adjustments were not fast enough to achieve the earnings
expectation for the quarter.

While the fourth quarter clearly was not what we wanted it to be, I think it's
important to keep in mind that 2000 was a very good year for 3M. We increased
earnings per share 11 percent... and we're committed to achieving double-digit
growth in earnings per share again this year... despite our assumption of lower
worldwide economic growth and continued negative currency effects.

With me this morning are Bob Burgstahler, our CFO, Ron Nelson, our Controller,
and our Treasurer, Jan Yeomans. First, I'll turn the program over to Bob, who
will review our results for the quarter.

Then, I'll return to present our outlook and plans to meet our earnings targets
this year... despite entering a period of slower economic growth. Bob...



[Burgstahler remarks]:



Thanks, Jim.

If you've seen our press release, you know that our earnings for the quarter,
excluding non-recurring items, were $1.12 per share, up about 2 percent from the
fourth quarter of 1999.

We'll provide you with a full set of financial statements next week as
scheduled, but I wanted to briefly review the key elements of our P&L for the
quarter beginning with sales.

We increased sales volume about 8-1/2 percent from the fourth quarter of 1999.
Selling prices were down a little less than 1-1/2 percent, mainly due to the
carryover of reductions in our electronics business.

Currency translation reduced sales by nearly 5 percent for the total company due
to weakness in both the euro and the yen.





So, sales in dollars increased a little more than 2 percent from the
year-earlier quarter.

Internationally, we increased volume 16 percent on a nominal basis and 12
percent adjusted for acquisitions. This rate of growth was the same as we
achieved in the third quarter.

In Europe, we increased volume 9 percent on an organic basis and 19 percent
including acquisitions. We posted good growth throughout the area.

In the Asia Pacific area, volume increased 18 percent, with strong growth in
both Japan and the Asia region.

With respect to performance by business segment internationally, all six of our
business segments posted volume gains, with growth particularly strong in our
Electro and Communications, and our Transportation, Graphics and Safety
businesses.

Our international volume gains were significantly offset by the stronger dollar.
As Jim indicated, currency reduced our international sales by over 9 percent.
Translation was negative by nearly 13 percent in Europe and by 7 percent in the
Asia Pacific area.

In the United States, volume was basically unchanged from the year-earlier
quarter. While we saw U.S. volume increases in our Electro and Communications,
Consumer and Office, and Health Care businesses, unit sales declined in our more
economically sensitive businesses, including tapes and abrasives, automotive
products, fleet graphics and respiratory protection products.

Our Specialty Material business also experienced a decline in U.S. volume,
impacted by the product-related phase out we've discussed with you in the past.

So, recapping sales, we continued to see strong volume growth internationally
with gains significantly offset by currency while U.S. volume for the quarter
was basically flat due to softness in the areas I mentioned.

Looking at the cost picture, cost of goods sold was 56.2 percent of sales, up
four-tenths of a percentage point from the fourth quarter of 1999. Gross margins
were negatively affected by flat U.S. volume, negative currency, higher raw
material costs and acquisition effects.

SG&A was 26.3 percent of sales, up more than half a point from the year-earlier
quarter. Adjustments in several areas of our discretionary spending were not
fast enough to compensate for the dramatic slowing in the U.S. economy. We're
aggressively addressing this area, as Jim will discuss in a moment.

SG&A also was impacted by greater advertising and promotional activity in our
consumer and office business, and by increased investments to support new 3M
pharmaceutical products.

Overall, operating income was 17.5 percent of sales, down one point from the
year-earlier quarter.





Non-operating expense was $5 million dollars higher than in the comparable
quarter and our tax rate was 33 percent, bringing our rate for the full year to
34.5 percent. We expect our tax rate to continue at this level going forward.

Given this cost picture, our net profit margin for the quarter was 10.9 percent.

Per share earnings, as I mentioned, increased about 2 percent from the fourth
quarter of 1999. Currency effects reduced earnings for the quarter by 5 cents a
share.

So, that's a brief look at key elements of our P&L for the quarter.

Again, we'll be providing you with a full set of financial statements next week.



[McNerney remarks continued]:



Thanks, Bob.

Since the first of the year, I've been working with the management team to
develop an action plan to exceed 10 percent earnings growth in an environment of
slower economic growth... and assuming that currency effects continue at the
current... or slightly more negative levels.

In other words, we're moving forward with a more conservative set of growth
assumptions for the year... while maintaining our growth objectives over the
longer term.

This more conservative plan assumes organic volume growth of about 6
percent...(with only marginal growth in the U.S. market)... with another 21/2 to
3 percentage points of growth provided by acquisitions. We expect pricing to be
down about 1%.

Currency... for planning purposes... would reduce our worldwide sales by about
3%.

Our action plan to meet earnings targets under these circumstances is
straightforward... to size our costs to achieve our earnings target while
clearly anticipating significantly lower 2001 sales growth than had been
anticipated.

We have in place strict cost controls to hold SG&A costs flat compared with the
first quarter of 2000. This represents a running rate improvement of $50 million
or 5% compared with the fourth quarter.

We expect mid-single-digit growth in first-quarter earnings as these accelerated
cost-reduction efforts begin to take effect.

We will aggressively attack SG&A costs for the balance of the year with follow
through on cost controls... and initial traction from several longer-term
programs that are in the initial stages of implementation.





These include:
* An initiative to more effectively prioritize our significant R&D
commercialization investments across all of our businesses to further strengthen
returns.
* Adoption and concentration of Six sigma across the company...(one way
of doing business across all of 3M that will particularly help direct costs and
cash)
* E-Productivity - taking full advantage of often web-based IT systems
investments to increase productivity . . . (SG&A costs across the board will be
the target)
* Leveraging the critical mass of 3M to achieve significant savings
in sourcing and procurement...(we see a long-term minimum 500 million dollar
opportunity).

     Aggressive and sustained implementation of these additional initiatives
over time will help ensure that we consistently meet our financial objectives...
while simultaneously funding 3M's existing growth initiatives such as:
* re-deploying resources into higher growth areas...
* selective and targeted acquisitions... and
* driving global market penetration to its full potential.
These growth initiatives, already in place even as the downturn hits us, should
also gain momentum as economic conditions improve.

Despite the disappointment in the fourth quarter, 2000 was a very good year for
3M. With the aggressive cost actions now in effect, I want to reiterate our
commitment to earnings growth in 2001. At the same time, our focus is on the
future.

3M's bright future prospects are built on the fundamental strengths of the
company:
A strong portfolio...

Leading market positions...
An efficient and increasingly competitive infrastructure...
Unequalled international capabilities...and
An underlying emphasis on innovation, creation and new product generation.

We will continue to convert these strengths into market success and accelerated
earnings growth. In fact, these same strengths are what attracted me to 3M in
the first place.

All of these elements - combined with an enhanced level of accountability across
the entire organization -- give me confidence that we will meet our short- and
long-term expectations.

                                     (Pause)

Thank you... we'll now address your questions.