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: May 10, 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 5. OTHER EVENTS.

         On May 10, 2001, Minnesota Mining and Manufacturing Company ("3M"), in
connection with the offering of certain debt securities due 2004, filed with the
Securities and Exchange Commission (the "SEC") a Pricing Supplement, dated May
8, 2001, to the Prospectus dated January 12, 2001 and the Prospectus Supplement
dated May 3, 2001.

         Pursuant to 3M's Registration Statement (No. 333-48922) on Form S-3
filed with the SEC on October 30, 2000 (and effective as of January 12, 2001),
this Current Report is filed to include the opinion and consent of Gregg M.
Larson, Assistant General Counsel of 3M, which are filed as Exhibits 5 and 23,
respectively, to this Current Report.





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

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

EXHIBIT NO.                                              DESCRIPTION
- -----------                                              -----------
5                                       Opinion of Counsel re legality
23                                      Consent of Counsel included in Exhibit 5


                                    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: May 10, 2001





                                  EXHIBIT INDEX

EXHIBIT                                             DESCRIPTION
- -------                                             -----------
5                                       Opinion of Counsel re: legality
23                                      Consent of Counsel included in Exhibit 5

EX-5

Exhibit 5

Minnesota Mining and
Manufacturing Company
3M Center
St. Paul, MN 55144

May 10, 2001

                 Re: Minnesota Mining and Manufacturing Company
                           Medium-Term Notes, Series C
               $150,000,000 Fixed Rate Medium-Term Notes Due 2004

         I am Assistant General Counsel of Minnesota Mining and Manufacturing
Company, a Delaware corporation (the "Company"), and as such I have acted as
counsel in connection with the issuance and sale by the Company of $150,000,000
Fixed Rate Medium-Term Notes due 2004 (the "Securities") pursuant to the
Distribution Agreement (the "Distribution Agreement"), dated as of May 3, 2001,
among the Company and Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
and UBS Warburg LLC, as Agents named therein, offered pursuant to a Pricing
Supplement, dated as of May 8, 2001, to the Prospectus dated January 12, 2001
and Prospectus Supplement dated May 3, 2001. The Securities have been issued
under the Indenture, dated as of November 17, 2000, between the Company and
Citibank, N.A., as Trustee (the "Indenture").

         In connection with the foregoing, I have examined, or am familiar with,
originals, or copies, certified or otherwise, identified to my satisfaction, of
such documents, corporate records and other instruments as I have deemed
necessary for the purpose of this opinion.

         Based upon the foregoing, I am of the opinion as follows:

1.       The Company has been duly incorporated and is validly existing as a
         corporation of good standing under the laws of the State of Delaware;
         and

2.       The Indenture has been duly authorized, executed and delivered and
         constitutes a valid and binding agreement of the Company in accordance
         with its terms, and the Securities have been duly authorized, executed
         and authenticated in accordance with the terms of the Indenture and
         delivered in accordance with the provisions of the Distribution
         Agreement and have been validly issued and constitute valid and binding
         obligations of the Company in accordance with their terms, in each case
         subject to bankruptcy, insolvency, reorganization and other laws of
         general applicability relating to or affecting the enforcement of
         creditors' rights and to general equity principles.

         This opinion is limited to the Federal laws of the United States and
the laws of the State of New York and, with respect to paragraph 1 above, the
General Corporate Laws of the State of





Delaware (including the statutory provisions and all applicable provisions of
the Delaware Constitution and reported judicial decisions interpreting the
General Corporate Laws of the State of Delaware) and I am expressing no opinions
as to the effect of the laws of any other jurisdiction. I am familiar with the
proceedings heretofore taken by the Company in connection with the
authorization, registration, issuance and sale of the Securities. I have, with
your consent, relied as to factual matters on certificates or other documents
furnished by the Company or its officers and by governmental authorities and
upon such other documents and data that I have deemed appropriate. I have
assumed the authenticity of all documents submitted to us as copies.

         I am aware that I am referred to under the heading "Validity of the
Notes" in the Prospectus Supplement relating to the issuance of the Securities,
and I hereby consent to such use of my name therein and to the use of this
opinion for filing with the Securities and Exchange Commission (the
"Commission") on the Form 8-K. In giving this consent, I do not hereby admit
that I am within the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission promulgated
thereunder.

                                                       Very truly yours,

                                                       /s/ Gregg M. Larson
                                                       -------------------------
                                                       Gregg M. Larson
                                                       Assistant General Counsel