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: November 15, 2002
                        (Date of earliest event reported)

                                   3M 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.

Attached are the press releases of 3M Company in connection with the sale of its
30-year zero-coupon senior convertible notes.

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                                        Press Release









                                    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.

                                         3M COMPANY

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

 Dated: November 15, 2002

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

3M to Raise $500 million From Offering of Zero-Coupon Senior Convertible Notes

ST. PAUL, MINN. -- Nov. 14, 2002 -- 3M Co. (NYSE:MMM) today announced that it
intends to raise approximately $500 million through an offering of 30-year
zero-coupon senior notes that are convertible into shares of 3M common stock. 3M
may raise up to an additional $50 million upon exercise of an over-allotment
option that it granted in connection with the offering. 3M expects to use the
net proceeds from the offering for general corporate purposes.

This notice does not constitute an offer to sell or the solicitation of an offer
to buy securities. Any offers of the securities will be made only by means of a
private offering memorandum. The notes and the shares of 3M common stock
issuable upon conversion have not been, and will not be, registered under the
Securities Act of 1933, as amended, or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements that reflect current views
and estimates of 3M's management of future economic circumstances, industry
conditions, company performance and financial results. The statements are based
on many assumptions and factors including: (1) worldwide economic conditions;
(2) foreign currency exchange rates and fluctuations in those rates; (3) the
timing and acceptance of new product offerings; (4) purchased components and
materials, including shortages and increases in the costs of such components and
materials; (5) 3M's ability to successfully manage acquisitions, divestitures
and strategic alliances; and (6) legal proceedings. Any changes in such
assumptions or factors could produce significantly different results.

ABOUT 3M
3M is a $16 billion diversified technology company with leading positions in
consumer and office; display and graphics; electronics and telecommunications;
health care; industrial; safety, security and protection services;
transportation and other businesses. Headquartered in St. Paul, Minnesota, the
company has operations in more than 60 countries and serves customers in nearly
200 countries. 3M, which marks its 100th anniversary this year, 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. For more information about 3M, go to
www.3M.com/profile/pressbox/index.jhtml.

INVESTOR CONTACTS: Matt Ginter                    MEDIA CONTACT: John Cornwell
                   3M                                            3M
                   (651) 733-8206                                (651) 733-7698

                   Dan Colvin
                   3M
                   (651) 736-2637

FROM:
3M Public Relations and Corporate Communications
3M Center, Building 225-1S-15
St. Paul, MN 55144-1000

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

3M to Receive $500 million From Offering of Zero-Coupon Senior Convertible Notes

ST. PAUL, MINN. -- Nov 15, 2002 -- 3M Co. (NYSE:MMM) announced today that it has
agreed to the sale of 30-year zero-coupon senior notes that are convertible into
shares of 3M common stock. 3M anticipates gross proceeds of $500 million, and
expects to use those proceeds for general corporate purposes. The initial
purchaser of the 30-year zero-coupon senior notes also will have a 13-day option
to purchase additional 30-year zero-coupon senior notes to cover
over-allotments, which would give 3M up to approximately $50 million in
additional gross proceeds.

Terms of the 30-year zero-coupon senior notes include a yield-to-maturity of
0.50 percent and an initial conversion premium of 40 percent over the $130.00
closing price of 3M common stock on November 14, 2002. If certain conditions for
conversion (relating to the closing stock prices of 3M exceeding certain
thresholds for specified periods) are met, holders may convert each of the
30-year zero-coupon senior notes into 4.7301 shares of 3M common stock in any
calendar quarter commencing after March 31, 2003. Holders also may convert their
notes into shares of 3M common stock if the notes are called for redemption or
upon the occurrence of certain corporate events. In either event, 3M may elect
to settle the conversion obligation in cash. If the conditions for conversion
are met, and 3M elects not to settle in cash, the 30-year zero-coupon senior
notes will be convertible in the aggregate into approximately 2.75 million
shares of 3M common stock or approximately 3.0 million shares of 3M common stock
if the initial purchaser exercises its entire over-allotment option.

3M may redeem the 30-year zero-coupon senior notes, at any time in whole or in
part, after five years at accreted value. Holders of the 30-year zero-coupon
senior notes will have the option to require 3M to purchase their notes at
accreted value in years three, five, 10, 15, 20 and 25. 3M may choose to pay the
redemption purchase price in cash and/or common shares.

This notice does not constitute an offer to sell or the solicitation of an offer
to buy securities. Any offers of the securities will be made only by means of a
private offering memorandum. The notes and the shares of 3M common stock
issuable upon conversion have not been registered under the Securities Act of
1933, as amended, or the securities laws of any other jurisdiction and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements that reflect current views
and estimates of 3M's management of future economic circumstances, industry
conditions, company performance and financial results. The statements are based
on many assumptions and factors described in 3M's most recent Form 10Q,
including: (1) worldwide economic conditions; (2) foreign currency exchange
rates and fluctuations in those rates; (3) the timing and acceptance of new
product offerings; (4) purchased components and materials, including shortages
and increases in the costs of such components and materials; (5) 3M's ability to
successfully manage acquisitions, divestitures and strategic alliances; and (6)
legal proceedings. Because forward-looking statements involve risks and
uncertainties, actual results may differ materially from current results
expected by 3M. 3M is providing this information as of November 15, 2002 and
expressly disclaims any duty to update information contained in this press
release.

ABOUT 3M
3M is a $16 billion diversified technology company with leading positions in
consumer and office; display and graphics; electronics and telecommunications;
health care; industrial; safety, security and protection services;
transportation and other businesses. Headquartered in St. Paul, Minnesota, the
company has operations in more than 60 countries and serves customers in nearly
200 countries. 3M, which marks its 100th anniversary this year, 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. For more information about 3M, go to
www.3M.com/profile/pressbox/index.jhtml.


INVESTOR CONTACTS: Matt Ginter                  MEDIA CONTACT:  John Cornwell
                   3M                                           3M
                   (651) 733-8206                               (651) 733-7698

                   Dan Colvin
                   3M
                   (651) 736-2637

FROM:
3M Public Relations and Corporate Communications
3M Center, Building 225-1S-15
St. Paul, MN 55144-1000