UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended September 30, 1999
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: (651) 733-1110
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 .
On September 30, 1999, there were 401,333,680 shares of the Registrant's common stock outstanding.
This document contains 34 pages.
The exhibit index is set forth on page 31.

      Minnesota Mining and Manufacturing Company and Subsidiaries

                     PART I.  Financial Information

                    Consolidated Statement of Income
             (Amounts in millions, except per-share amounts)
                              (Unaudited)
                               Three months ended     Nine months ended
                                  September 30           September 30
                                1999       1998        1999        1998
Net sales                      $3,997     $3,766     $11,636     $11,236

Operating expenses
  Cost of goods sold            2,253      2,190       6,603       6,448
  Restructuring charge -
    inventory                      --         29          --          29
      Total cost of goods sold  2,253      2,219       6,603       6,477
  Selling, general and
    administrative expenses     1,009        947       2,845       2,838
  Restructuring charge - other    (26)       303         (26)        303
      Total                     3,236      3,469       9,422       9,618

Operating income                  761        297       2,214       1,618

Other income and expense
  Interest expense                 26         37          83         106
  Investment and other
    income - net                   (7)       (11)        (22)        (33)
  Gain on divestiture - net        --        (10)         --         (10)
      Total                        19         16          61          63

Income before income taxes
  and minority interest           742        281       2,153       1,555

Provision for income taxes        260         96         776         552

Minority interest                  23          7          58          39

Net income                     $  459     $  178     $ 1,319      $  964

Weighted average common
  shares outstanding - basic    402.1      402.7       402.5       403.7
Earnings per share - basic     $ 1.14     $  .44      $ 3.28      $ 2.39

Weighted average common
  shares outstanding - diluted  406.8      406.7       406.5       408.7
Earnings per share - diluted   $ 1.13     $  .44      $ 3.25      $ 2.36

<F1>
The accompanying Notes to Consolidated Financial Statements
are an integral part of this statement.	

        Minnesota Mining and Manufacturing Company and Subsidiaries
                          Consolidated Balance Sheet
                             (Dollars in millions)
                                                 (Unaudited)
                                                 September 30,   December 31,
                                                       1999          1998
Assets
Current assets
   Cash and cash equivalents                         $   302       $   211
   Other securities                                      188           237
   Accounts receivable - net                           2,848         2,666
   Inventories
      Finished goods                                   1,088         1,161
      Work in process                                    525           613
      Raw materials and supplies                         438           445
         Total inventories                             2,051         2,219
   Other current assets                                1,194           985
            Total current assets                       6,583         6,318
Investments                                              436           623
Property, plant and equipment                         13,227        13,397
   Less accumulated depreciation                      (7,767)       (7,831)
      Property, plant and equipment - net              5,460         5,566
Other assets                                           1,426         1,646
            Total                                    $13,905       $14,153

Liabilities and Stockholders' Equity
Current liabilities
   Accounts payable                                  $   975       $   868
   Payroll                                               414           487
   Income taxes                                          600           261
   Short-term debt                                       640         1,492
   Other current liabilities                           1,236         1,278
            Total current liabilities                  3,865         4,386
Other liabilities                                      2,120         2,217
Long-term debt                                         1,550         1,614

Stockholders' equity
   Common stock, $.50 par value,
      472,016,528 shares issued                          236           236
   Capital in excess of par value                         60            60
   Retained earnings                                  10,536         9,980
   Treasury stock, at cost                            (3,584)       (3,482)
      September 30, 1999: 70,682,848 shares
      December 31, 1998:  70,092,280 shares
   Unearned compensation - ESOP                         (327)         (350)
   Accumulated other comprehensive income (loss)
      Cumulative translation - net                      (658)         (518)
      Debt and equity securities,
         unrealized gain - net                           107            10
      Total accumulated other comprehensive loss        (551)         (508)
         Stockholders' equity - net                    6,370         5,936
            Total                                    $13,905       $14,153

<F1>
The accompanying Notes to Consolidated Financial Statements
are an integral part of this statement.	

         Minnesota Mining and Manufacturing Company and Subsidiaries

                     Consolidated Statement of Cash Flows
                            (Dollars in millions)
                                 (Unaudited)

                                                       Nine months ended
                                                         September 30
                                                        1999       1998
Cash Flows from Operating Activities
Net income                                            $1,319      $ 964

Adjustments to reconcile net income
     to net cash provided by operating activities
   Depreciation and amortization                         669        644
   Implant litigation - net                               44       (209)
   Asset impairment - restructuring                      (31)       190
   Working capital and other changes - net               411        (91)
Net cash provided by operating activities              2,412      1,498

Cash Flows from Investing Activities
Capital expenditures                                    (727)    (1,056)
Proceeds from divestitures                               248          9
Other changes - net                                      (43)       (77)
Net cash used in investing activities                   (522)    (1,124)

Cash Flows from Financing Activities
Change in short-term debt - net                         (786)       145
Repayment of long-term debt                             (113)       (52)
Proceeds from long-term debt                               2        556
Purchases of treasury stock                             (478)      (606)
Reissuances of treasury stock                            293        245
Payment of dividends                                    (677)      (666)
Other                                                    (49)       (19)
Net cash used in financing activities                 (1,808)      (397)

Effect of exchange rate changes on cash                    9         (3)

Net increase (decrease) in cash and cash equivalents      91        (26)

Cash and cash equivalents at beginning of year           211        230
Cash and cash equivalents at end of period            $  302     $  204

<F1>
The accompanying Notes to Consolidated Financial Statements
are an integral part of this statement.	

Minnesota Mining and Manufacturing Company and Subsidiaries
Notes to Consolidated Financial Statements

(Unaudited)
The interim consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items, except for non-recurring items relating to divestitures, litigation and restructuring activities recorded in third and fourth quarters of 1998 and in the second and third quarters of 1999. The results of operations for any interim period are not necessarily indicative of results for the full year. The interim consolidated financial statements and notes are presented as permitted by the requirements for Form 10-Q and do not contain certain information included in the company's annual consolidated financial statements and notes. This Form 10-Q should be read in conjunction with the company's consolidated financial statements and notes included in its 1998 Annual Report on Form 10-K.
Divestitures:
On June 30, 1999, the company closed on the sale of Eastern Heights Bank, a subsidiary banking operation, and the sale of the assets of its Cardiovascular Systems business. These divestitures generated cash proceeds of $203 million and, net of an investment valuation adjustment, resulted in a pre-tax gain of $104 million ($55 million after tax) in the second quarter of 1999. 3M also recorded a pre-tax gain of $43 million ($26 million after tax) related to divestitures, mainly in the Health Care area, in the third quarter of 1999. These pre-tax gains are recorded as a reduction of selling, general and administrative expenses.
Pending Acquisition of Dyneon Minority Interest:
In October, 1999, 3M signed a letter of intent to acquire the outstanding minority interest in its consolidated joint venture, Dyneon, for approximately $330 million in cash. 3M expects to finalize the acquisition by year-end after completing due diligence, final agreements, and approvals.
Supplemental Cash Flow Information:
In 1999, 3M exchanged assets used in the business, but not held for sale, with a fair market value of $61 million plus cash of $12 million, for similar assets having a fair market value of $73 million. No gain was recognized on this non-monetary exchange of productive assets.

Restructuring Charge:
In the third and fourth quarters of 1998, the company recorded a restructuring charge of $493 million ($313 million after tax), which is discussed in the 1998 Form 10-K. In the third quarter of 1999, the company recorded a change in estimate that reduced the restructuring charge by $26 million. During the nine months ended September 30, 1999, the company terminated 2,274 employees under the plan. Because certain employees can defer receipt of termination benefits for up to 12 months, cash payments relate to both current and previous terminations. The remaining restructuring liability as of September 30, 1999, totaled $89 million. Selected information relating to the restructuring follows.

Restructuring           Employee    Write-down of
Charge               Termination  Property, Plant
(Millions)              Benefits    and Equipment  Inventory  Other  Total
Restructuring charge
  Third quarter 1998        $102           $161         $29     $40   $332
  Fourth quarter 1998        169             --          10      --    179
  Fourth quarter 1998
    change in estimate        --            (18)         --      --    (18)
  Total year 1998           $271           $143         $39     $40   $493
  Third quarter 1999
    change in estimate         4            (31)         --       1    (26)
Total restructuring charge  $275           $112         $39     $41   $467	

Restructuring                              Employee
Liability                               Termination
(Millions)                                 Benefits      Other      Total
September 30, 1998 liability                 $102         $40        $142
Fourth quarter 1998 employee
   termination benefits charge                169          --         169
Fourth quarter 1998 cash payments             (39)         (8)        (47)
December 31, 1998 liability                  $232         $32        $264
Cash payments
   First quarter 1999                         (65)         (1)       (66)
   Second quarter 1999                        (69)         (2)       (71)
   Third quarter 1999                         (37)         (6)       (43)
Third quarter 1999 change in estimate           4           1          5
September 30, 1999 liability                 $ 65         $24        $89	

Business Segments:
In the third quarter of 1999, the company reorganized its management reporting structure into six segments, from the four segments reported in the second quarter of 1999. Prior period amounts have been restated for this change. 3M net sales and operating income by segment for the first three quarters and nine months of 1999 and 1998 follow. Third quarter 1999 operating income includes a $43 million gain related to divestitures, mainly in the Health Care area, and Corporate and Unallocated includes $73 million in litigation expense partially offset by a $26 million change in estimate that reduced the restructuring charge. Second quarter 1999 operating income includes one-time net gains, primarily related to divestitures, of $30 million in Health Care and $74 million in Corporate and Unallocated. Third quarter 1998 includes restructuring charges of $332 million in Corporate and Unallocated.

Business
Segment             Nine    Nine  Third  Third Second Second   First  First
Information       Months  Months    Qtr    Qtr    Qtr    Qtr     Qtr    Qtr
(Millions)          1999    1998   1999   1998   1999   1998    1999   1998
Net sales
Industrial         $2,529  $2,518 $  851 $  826 $  836 $  840 $  842 $  852
Health Care         2,329   2,302    768    759    793    784    768    759
Transportation,
  Graphics & Safety 2,409   2,279    826    761    806    780    777    738
Consumer & Office   1,988   1,920    712    676    638    625    638    619
Electro &
  Communications    1,461   1,308    534    431    485    442    442    435
Specialty Material    882     829    298    271    292    279    292    279
Corporate &
 Unallocated           38      80      8     42     13     20     17     18
Total Company     $11,636 $11,236 $3,997 $3,766 $3,863 $3,770 $3,776 $3,700

Operating income
Industrial        $   466 $   414 $  163 $  126 $  154 $  135 $  149 $  153
Health Care           533     428    192    134    196    143    145    151
Transportation,
  Graphics & Safety   514     423    193    136    172    151    149    136
Consumer & Office     320     289    133    112     98     87     89     90
Electro &
  Communications      298     201    123     58     92     73     83     70
Specialty Material    169     154     53     48     60     49     56     57
Corporate &
 Unallocated*         (86)   (291)   (96)  (317)    32      3    (22)    23
Total Company     $ 2,214  $1,618 $  761 $  297 $  804 $  641 $  649 $  680	

Business segments (continued):
Due to the management reporting structure change, total year 1998, 1997 and 1996 business segment information has been restated as follows.

Business
Segment                                                     Depr.   Capital
Information                     Net   Operating              and   Expendi-
(Millions)                    Sales     Income   Assets**  Amort.     tures
Industrial           1998   $ 3,360    $  561    $ 2,394    $199     $276
                     1997     3,419       544      2,366     186      283
                     1996     3,297       529      2,245     207      210

Health Care          1998     3,086       571      2,168     161      221
                     1997     3,004       521      2,042     183      217
                     1996     2,897       545      2,012     160      216

Transportation,      1998     3,021       532      2,652     170      331
 Graphics & Safety   1997     3,112       585      2,368     191      363
                     1996     2,966       592      2,306     188      296

Consumer & Office    1998     2,613       398      1,614     136      178
                     1997     2,616       438      1,561     105      131
                     1996     2,472       425      1,486     104      121

Electro &            1998     1,741       263      1,177     111      222
  Communications     1997     1,739       327      1,103     114      167
                     1996     1,608       240      1,040     114       99

Specialty Material   1998     1,105       194      1,112      66      186
                     1997     1,090       192        928      70      200
                     1996       930       189        823      82      149

Corporate &          1998        95      (480)     3,036      23       16
 Unallocated*        1997        90        68      2,870      21       45
                     1996        66       (29)     3,452      28       18

Total Company        1998   $15,021    $2,039    $14,153    $866   $1,430
                     1997    15,070     2,675     13,238     870    1,406
                     1996    14,236     2,491     13,364     883    1,109
<F1>
*Corporate  and  Unallocated  operating income  principally  includes
corporate  investment gains and losses, certain derivative gains  and
losses,   insurance-related  gains  and  losses,  banking  operations
(divested  June 30, 1999), certain litigation, restructuring  charges
and  other  miscellaneous  items. Because this  category  includes  a
variety  of  miscellaneous items, it is subject to fluctuation  on  a
quarterly  and  annual basis. Operating income for  1998  includes  a
$493 million restructuring charge.
<F2>
**Segment  assets  primarily include accounts receivable;  inventory;
property, plant and equipment - net; and other miscellaneous  assets.
Assets  included  in Corporate and Unallocated principally  are  cash
and   cash  equivalents;  other  securities;  insurance  receivables;
deferred  income  taxes; certain investments and  other  assets;  and
certain unallocated property, plant and equipment.	

Comprehensive Income:
The components of total comprehensive income are shown below. The September 30, 1999, balance of $107 million for the net unrealized gain on debt and equity securities (reported as a component of accumulated other comprehensive income) is recorded net of $66 million of deferred income taxes.

Total Comprehensive Income      Three months ended  Nine months ended
                                   September 30        September 30
(Millions)                         1999     1998      1999      1998
Net income                        $ 459    $ 178    $1,319     $ 964
Other comprehensive income (loss)
  Cumulative translation - net       70       71      (140)       (6)
  Debt and equity securities,
    unrealized gain (loss) - net     49       (3)       97        (3)
      Total comprehensive income  $ 578    $ 246    $1,276     $ 955	

Earnings Per Share:
The difference in the weighted average common shares outstanding for calculating basic and diluted earnings per share is attributable to the assumed exercise of the Management Stock Ownership Program (MSOP) stock options for the three-month and nine-month periods ended September 30, 1999 and 1998. Certain MSOP options outstanding at September 30, 1999, were not included in the computation of diluted earnings per share because they would not have had a dilutive effect (5.2 million shares of common stock at an average price of $95.00 for the three months ended September 30, 1999; and 16.0 million shares of common stock at an average price of $93.02 for the nine months ended September 30, 1999).
Other:
Discussion of legal matters is cross-referenced to this Form 10-Q, Part II, Item 1, Legal Proceedings, and should be considered an integral part of the interim consolidated financial statements.
PricewaterhouseCoopers LLP, the company's independent auditors, have performed a review of the unaudited interim consolidated financial statements included herein, and their review report thereon accompanies this filing.

Review Report of Independent Auditors
To the Stockholders and Board of Directors of Minnesota Mining and Manufacturing Company:
We have reviewed the accompanying consolidated balance sheet of Minnesota Mining and Manufacturing Company and Subsidiaries as of September 30, 1999, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 1999 and 1998, and cash flows for the nine-month periods ended September 30, 1999 and 1998. These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1998, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated February 8, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1998, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

                               /s/ PricewaterhouseCoopers LLP

                               PricewaterhouseCoopers LLP

St. Paul, Minnesota
November 1, 1999	

Minnesota Mining and Manufacturing Company and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS

Third Quarter
Worldwide sales for the third quarter totaled $3.997 billion, up  6.1
percent  from  the  third  quarter  last  year,  with  volume   gains	

accounting for all of the sales increase. The impact of slightly negative currency translation was offset by selected increases in international selling prices. Currency, while positive in the Asia Pacific area, was negative in Europe and Latin America.
In the United States, sales increased about 3 percent to $1.951 billion, driven by volume gains. In 3M's largest segment, Industrial Markets, U.S. volume increased about 3 percent, a pickup from recent quarters. Driving this improvement were industrial tapes and products for the automotive aftermarket. In Electro and Communications, volume increased 20 percent, helped by the acquisition of a telecommunication product line in late 1998. All major businesses in this segment posted good growth. In Consumer and Office Markets, U.S. unit sales increased 7 percent, consistent with recent quarterly growth rates. In Transportation, Graphics and Safety, volume rose 6 percent, with 3M's reflective sheeting business posting solid growth. In Specialty Materials, volume also increased 6 percent, continuing a good performance there. In Health Care, U.S. volumes decreased 4 percent, but were up slightly after adjusting for divestitures. Health Care experienced good growth in medical products, but pharmaceutical volumes declined due to the continued impact of generic alternatives to a branded 3M analgesic.
Internationally, sales totaled $2.046 billion. Volume abroad increased 9 percent, 3M's best increase in seven quarters. Negative currency translation was offset by selling price increases. European volume increased about 6 percent, a pickup from growth registered in the past few quarters. Dollar sales in Europe, affected by weaker European currencies, were basically flat. In the Asia Pacific area, volume increased more than 15 percent, marking the company's third consecutive quarter of solid volume gains. Dollar sales in the Asia Pacific area, aided by the stronger yen, increased more than 30 percent. In Japan, unit sales increased about 6 percent, with growth led by new 3M products. In Asia outside Japan, volume rose about 35 percent, driven by rebounding economies and demand for new 3M products. In Latin America, volumes were up about 7 percent. While unit sales declined in Argentina and Venezuela, Mexico continued to register strong gains, and volume growth resumed in Brazil. Currency reduced Latin American sales by about 20 percent, with about one- third of this impact offset through selling price increases. In Canada, volume increased about 2 percent.
Worldwide, all market segments showed sales and operating income growth. Sales growth was led by increases in the company's Electro and Communications; Transportation, Graphics and Safety; Consumer and Office; and Specialty Material businesses.

Cost of goods sold, which includes manufacturing, research and development, and engineering, was 56.4 percent of sales, down 1.7 percentage points from the third quarter last year, excluding the restructuring charge relating to inventory in 1998. Gross margins benefited from solid volume gains, lower raw material costs and the company's restructuring actions.
In 1998, the company recorded a restructuring charge of $332 million ($214 million after tax) in the third quarter and $161 million ($99 million after tax) in the fourth quarter, for a total of $493 million ($313 million after tax). During the third quarter of 1999, 3M recorded a gain of $26 million ($17 million after-tax) related to changes in estimates that reduced certain restructuring charges recorded in the second half of 1998. Details of the restructuring charge are discussed in the Notes to Consolidated Financial Statements.
Selling, general and administrative expense in the third quarter of 1999 included two non-recurring items amounting to a net expense of $30 million. A pre-tax charge of $73 million was recorded relating to an adverse jury verdict and attorneys' fees and costs in a lawsuit filed by LePage's. 3M believes the jury's decision ultimately will be overturned, but believes it is prudent to recognize a liability at this time. 3M also recorded a pre-tax gain of $43 million related to divestitures, mainly in Health Care. Selling, general and administrative expenses, adjusted for $30 million of non-recurring items, were 24.4 percent of sales, down eight-tenths of a percentage point from the same quarter last year. This ratio improvement reflected an acceleration of sales growth and productivity gains related to restructuring actions.
The impact of non-recurring items and restructuring on 3M's Consolidated Statement of Income follow.

Supplemental Consolidated Statement of Income Information (Unaudited)
(Millions, except per-share amounts)
Three months ended
                      September 30, 1999           September 30, 1998

                  Excluding                   Excluding
                       non-      Non-           restruc-  Restruc-
                  recurring recurring Reported   turing   turing  Reported
                      items     items    total   charge   charge     total
Operating
  income(loss)       $  765  $   (4)    $ 761  $    629   $ (332)   $  297
Other income and
  expense                19      --        19        16       --        16
Income (loss) before
 income taxes and
  minority interest  $  746  $   (4)   $  742  $    613   $ (332)   $  281
Provision (benefit)
  for  income  taxes    261      (1)      260       214     (118)       96
Effective  tax  rate   35.0%   27.3%     35.0%     35.0%    35.5%     34.3%
Minority  interest       23      --        23         7       --         7
Net income (loss)    $  462  $   (3)   $  459  $    392   $ (214)   $  178
Earnings (loss) per
  share - diluted    $ 1.14  $ (.01)   $ 1.13  $    .97   $ (.53)   $  .44	

Worldwide operating income was 19.0 percent of sales. Excluding non- recurring items and the restructuring, operating income was 19.2 percent of sales, up 2.5 percentage points from the third quarter last year. In dollars, operating income, excluding the non-recurring items and the restructuring, increased 21.9 percent from the same quarter last year.
Third-quarter interest expense of $26 million was down $11 million from the same quarter last year, reflecting lower debt levels. Net investment and other income was $7 million, in line with recent quarters. The third quarter of 1998 reflects a $10 million adjustment to finalize the accounting for the 1997 divestiture of National Advertising Company.
The worldwide effective income tax rate for the quarter was 35.0 percent, the same as in the third quarter last year, excluding the restructuring charge. Including the restructuring charge, the total combined effective tax rate was 34.3 percent for the third quarter of 1998.
Net income for the third quarter of 1999 totaled $459 million, or $1.13 per diluted share, compared with $178 million, or $.44 per diluted share, in the third quarter of 1998. Excluding non-recurring items and the restructuring, net income totaled $462 million, or $1.14 per diluted share, compared with net income of $392 million or $.97 per diluted share in the year-earlier quarter. The company estimates that changes in the value of the U.S. dollar decreased earnings for the quarter by about one cent per share compared with the third quarter of 1998. This estimate includes the effect of translating profits from local currencies into U.S. dollars; the impact of currency fluctuations on the transfer of goods between 3M operations in the United States and abroad; and transaction gains and losses.
First Nine Months
Worldwide sales for the first nine months of 1999 totaled $11.636 billion, up 3.6 percent from the same period last year. Volume increased about 4 percent. Negative currency translation was offset by selling price increases.
In the United States, sales increased about 2 percent to $5.572 billion, driven by volume increases. Internationally, sales totaled $6.064 billion. Volume abroad increased about 5 percent, while selling prices were up about 2 percent, resulting in overall local- currency sales gains of about 7 percent. Currency translation reduced international sales by about 2 percent.
Cost of goods sold, which includes manufacturing, research and development, and engineering, was 56.8 percent of sales, down five- tenths of a percentage point from the first nine months of last year, excluding the restructuring charge impact. Gross margins benefited from lower raw material costs and the company's restructuring actions.

In the second quarter of 1999, the company realized a net pre-tax gain for one-time items of $104 million ($55 million after tax). These items related to gains on the divestitures of two businesses, net of an investment valuation adjustment. This pre-tax gain was recorded as a reduction of selling, general and administrative expenses. The impact of this net gain, in addition to the restructuring and non-recurring items cited in the prior third quarter discussion, on 3M's Consolidated Statement of Income follows.

Supplemental Consolidated Statement of Income Information (Unaudited)
(Millions, except per-share amounts)
Nine months ended
                      September 30, 1999           September 30, 1998
                  Excluding                   Excluding
                       non-     Non-            restruc-  Restruc-
                  recurring recurring Reported   turing    turing  Reported
                      items    items    total    charge    charge     total
Operating
  Income (loss)      $2,114  $  100    $2,214  $  1,950   $ (332)   $ 1,618
Other income and
  expense                61      --        61        63       --         63
Income (loss) before
 income taxes and
  minority interest  $2,053  $  100    $2,153  $  1,887   $ (332)   $ 1,555
Provision (benefit)
  for income taxes      728      48       776       670     (118)       552
Effective tax rate     35.5%   47.8%     36.0%     35.5%    35.5%      35.5%
Minority  interest       58      --        58        39       --         39
Net income (loss)    $1,267  $   52    $1,319  $  1,178   $ (214)    $  964
Earnings (loss) per
  share - diluted    $ 3.12  $  .13    $ 3.25  $   2.88   $ (.52)   $  2.36	

Selling, general and administrative expenses were 24.4 percent of sales. Excluding non-recurring items, this spending totaled 25.0 percent of sales, down from 25.3 percent in the same period last year.
Worldwide operating income was 19.0 percent of sales. Excluding non- recurring items and the restructuring, operating income was 18.2 percent, compared with 17.4 percent of sales in the first nine months last year. In dollars, operating income, excluding non-recurring items and the restructuring, increased 8.4 percent from the same period last year.
Interest expense of $83 million in the first nine months of 1999 was down $23 million from the same period last year, reflecting lower debt levels. Net investment and other income was $22 million, in line with recent trends.
Excluding non-recurring items and the restructuring, the worldwide effective income tax rate for the first nine months of 1999 was 35.5 percent, unchanged from the same period last year. Including non- recurring items, the total combined effective tax rate was 36.0 percent for the first nine months of 1999.

Net income for the first nine months of 1999 totaled $1.319 billion, or $3.25 per diluted share, compared with $964 million, or $2.36 per diluted share, in the first nine months of 1998. Excluding non- recurring items and the restructuring, net income totaled $1.267 billion, or $3.12 per diluted share, compared with $1.178 million, or $2.88 per diluted share, in the first nine months of 1998. The company estimates that changes in the value of the U.S. dollar decreased earnings for the first nine months of 1999 by about 5 cents per share compared with the same period of 1998.
FINANCIAL CONDITION AND LIQUIDITY
 The company's financial condition and liquidity remain strong. Working capital totaled $2.718 billion at September 30, 1999, compared with $1.932 billion at year-end 1998. The company's inventory index was 3.1 months, down from 3.4 months at year-end. The accounts receivable average days' sales outstanding was 59 days, down slightly from year-end. The company's current ratio was 1.7, up from 1.4 at year-end.
Total debt decreased $916 million from year-end 1998 to $2.190 billion. As of September 30, 1999, total debt was 26 percent of total capital.
The company's strong credit rating provides ready and ample access to funds in global capital markets. At September 30, 1999, the company had available short-term lines of credit totaling about $658 million.
Net cash provided by operating activities totaled $2.412 billion in the first nine months of the year, up $914 million from the same period last year. The increase in net income and good working capital management drove the improvement. Inventories declined about $375 million, or 15 percent, compared with September 30, 1998. Working capital and other changes in 1999 include a $171 million use of cash for the impact of employee termination benefits paid in connection with restructuring activities. Net cash inflows from mammary implant litigation were $44 million in the first nine months of 1999, compared with $209 million in net cash outflows in the same period last year. A decrease in the non-current portion of mammary implant receivables has contributed to the decline in "Other Assets" since year-end 1998. Asset impairment charges of $190 million in the third quarter of 1998 represent the write-down of certain assets to net realizable value. In 1999, due to a change in estimate, a reduction in these charges of $31 million was recorded.
Timing differences between payment of implant liabilities and receipt of related insurance recoveries could affect the cash flows of future periods. This is discussed in Part II, Item 1, Legal Proceedings, of this Form 10-Q.
Cash used in investing activities was $522 million in the first nine months of the year, compared with $1.124 billion in the same period last year. Capital expenditures for the first nine months of 1999 were $727 million, a decrease of 31 percent from the same period last year.

The company received cash proceeds in the third quarter of 1999 of $45 million related to divestitures, mainly in Health Care. The company received cash proceeds in the second quarter of 1999 totaling $203 million related to its divestitures of Eastern Heights Bank and the Cardiovascular Systems business. Investments have decreased $187 million since year-end 1998, driven by investment decreases of about $350 million relating to these divestitures, but partially offset by increases in the value of available-for-sale equity investments. Divestitures also contributed to the decline in "other current liabilities" and "other liabilities" shown on the Consolidated Balance Sheet.
Treasury stock repurchases for the first nine months of 1999 were $478 million, compared with $606 million in the same period last year. Financing activities in the first nine months of 1999 for both short-term and long-term debt included net cash outflows of $897 million, compared with net cash inflows of $649 million in the same period last year.
The company repurchased about 5.3 million shares of common stock in the first nine months of 1999, compared with 7.3 million shares in the same period last year. In February 1999, the Board of Directors authorized the repurchase of up to 12 million shares of 3M common stock through December 31, 1999. As of September 30, 1999, 6.9 million shares remained authorized for repurchase. Stock repurchases are made to support employee stock purchase plans and for other corporate purposes.
Cash dividends paid to shareholders totaled $677 million in the first nine months of this year, compared with $666 million in the same period last year. In February 1999, the quarterly dividend was increased to 56 cents per share.
Legal proceedings are discussed in the Legal Proceedings section in
Part II, Item 1, of this Form 10-Q.
FUTURE OUTLOOK
 The company encountered a difficult set of challenges in 1998 - large negative currency effects, economic contractions in many international markets, and softness in a few key U.S. markets. To improve productivity and reduce costs, the company has been exiting certain product lines, consolidating manufacturing operations, and eliminating lower-value activities in corporate service functions. Relating to these actions, the company recorded a restructuring charge in the second half of 1998. This charge is discussed in the 1998 Form 10-K.
The company announced in mid-1998, as part of its restructuring plan, its intent to reduce about 4,500 positions by December 31, 1999. As of September 30, 1999, employment has declined by approximately 5,000 people due both to the restructuring and attrition when compared to March 31, 1998.

When fully implemented by the end of 1999, the restructuring plan is expected to provide annual pre-tax savings of about $250 million. The company anticipates implementation costs associated with this restructuring plan to be about $35 million in 1999. These costs, not included in the 1998 restructuring charge, include expenses for relocating employees, inventory and equipment; unfavorable overhead variances; and other expenses. If the company does not generate adequate sales growth, normal increases in salaries and wages and additional depreciation from capital expenditures will create offsets to the annual savings.
The company expects continued solid earnings growth in the fourth quarter of 1999, led by new products and ongoing productivity improvement.
The company is not able to project what the consequences will be from the dynamic economies around the world. The company is monitoring business conditions closely and is prepared to make adjustments in costs, pricing and investments as appropriate.
Based on currency rates as of September 30, 1999, the company estimates that currency would have a slight negative impact on fourth quarter 1999 earnings.
Capital spending totaled $1.430 billion in 1998, and is expected to total $1.0 to $1.1 billion for 1999. Excluding the restructuring and non-recurring items, the company does not expect a significant change in its tax rate in 1999.
3M has signed a letter of intent to purchase Hoechst's interest in the Dyneon joint venture for approximately $330 million in cash. 3M expects the acquisition will be largely financed by borrowing. 3M already owns 54 percent of the venture and expects to finalize the acquisition by year-end after completing due diligence, final agreements and approvals. The purchase method of accounting will be used for this acquisition. Dyneon's assets, liabilities, revenues and expenses are currently fully consolidated in 3M's financial statements and Hoechst's 46 percent share is eliminated as a minority interest.
YEAR 2000 READINESS
 The Year 2000 issue is the result of using only the last two digits to indicate the year in computer hardware and software programs and embedded technology such as micro-controllers. As a result, these programs do not properly recognize a year that begins with "20" instead of the familiar "19." If uncorrected, such programs will be unable to interpret dates beyond the year 1999, which could cause computer system failure or other errors disrupting normal business operations.

The company recognizes the importance of readiness for the Year 2000 and has given it high priority. In November 1996, the company created a corporate-wide Year 2000 project team representing all company business and staff units. The team's objective is to ensure an uninterrupted transition to the year 2000 by assessing, testing and modifying IT and non-IT systems (defined below) and date- sensitive company products so that (a) they will perform as intended, regardless of the date (before, during and after December 31, 1999), and (b) dates (before, during and after December 31, 1999 and including February 29, 2000) can be processed with expected results ("Year 2000 Compliant"). The scope of the Year 2000 compliance effort includes (i) information technology ("IT") such as software and hardware; (ii) non-IT systems or embedded technology such as micro- controllers contained in various manufacturing and laboratory equipment; environmental and safety systems, facilities and utilities, (iii) date-sensitive company products; and (iv) the readiness of key third parties, including suppliers and customers, with whom the company has material business relationships.
The Year 2000 project team has taken an inventory of IT and non-IT systems and date-sensitive company products that might malfunction or fail as a result of using only the last two digits to indicate the year. The project teams then categorized the potential date component failures into three categories: "Vital" (stops the business operation and no short-term solution is available); "Critical" (inconvenient to the business operation and a short-term solution is available); and "Marginal" (inconsequential to the business operation).
IT Systems - The company is using both internal and external resources to remediate and test millions of lines of application software code. As of September 30, 1999, approximately 99 percent of the core central IT application systems (e.g., general ledger, payroll, procurement and order management), central IT infrastructure systems (e.g., telecommunications, electronic mail, databases, data centers, and system software), and the other IT systems (e.g., systems that support business and staff organizations) located in the United States that are deemed "Vital" or "Critical" are believed to be Year 2000 Compliant. As of September 30, 1999, approximately 99 percent of the IT systems in subsidiaries outside the United States that are deemed "Vital" or "Critical" are believed to be Year 2000 Compliant.
Non-IT Systems - The company has more than 100 manufacturing and laboratory locations worldwide with varying degrees of non-IT systems (such as programmable logic controllers, gauging guidance and adjustment systems and testing equipment). Assessment and testing of non-IT systems for Year 2000 compliance has proven much more difficult than assessing compliance of IT systems because testing of non-IT systems often requires shutdown of the manufacturing operations.

As a result, the company has approached assessment and testing of non- IT systems that are common to many of the company's facilities by (i) contacting the suppliers of these non-IT systems and obtaining statements that the systems are Year 2000 Compliant, and (ii) testing components of non-IT systems when they are shut down for normal maintenance. The company has also shut down manufacturing lines in three of its facilities and tested non-IT systems that are common to many of the company's facilities. These tests demonstrate that "time intervals" instead of "dates" are used almost exclusively in these non-IT systems and support the company's belief that potential disruptions of such systems due to the Year 2000 issue should be minimal.
As of September 30, 1999, approximately 99 percent of the non-IT systems located in the United States that are deemed "Vital" or "Critical" and approximately 99 percent of the non-IT systems in subsidiaries outside the United States that are deemed "Vital" or "Critical" are believed to be Year 2000 Compliant.
Company Products - The vast majority of the company's products are not date-sensitive. The company has collected information on current and discontinued date-sensitive products. The company's website (http://www.3M.com) contains a section dedicated to communicating year 2000 information to its customers. This website includes a search feature to enable customers to determine whether certain 3M products are Year 2000 compliant.
Material Third Party Relationships - In addition to internal Year 2000 IT and non-IT remediation activities, the company is in contact with key suppliers, contract manufacturers and electronic commerce customers to minimize potential disruptions in the relationships between the company and these important third parties related to the Year 2000 issue. The assessment process includes (i) initial survey,
(ii) risk assessment and contingency planning, and (iii) follow-up reviews.
The company has also categorized supplies purchased from vendors into three categories: "Vital" (disruption of supply stops the business operation and no short-term solution is available); "Critical" (disruption of supply is inconvenient to the business operation and a short-term solution is available); and "Marginal" (disruption of supply is inconsequential to the business operation). The company has focused its efforts on those vendors that supply goods or services deemed "Vital" to the company's business. The company has received responses to its initial year 2000 readiness survey from most of its Vital suppliers indicating that the suppliers are working on the year 2000 issue. While the company cannot guarantee compliance by third parties, the company has developed contingency plans with its key suppliers that includes the availability of appropriate inventories of supplies in the event the supplier is not Year 2000 Compliant.

As with suppliers, the readiness of customers to deal with year 2000 issues may affect their operations and their ability to order and pay for products. Certain business units of the company have surveyed their major direct customers about their year 2000 readiness in critical areas of their operations. The responses have been generally positive in favor of readiness. The company cannot determine at this time how year 2000 issues may affect customer order patterns. As customers prepare their businesses for the year 2000, they may either delay or accelerate purchases of products from the company. As a result, changes in customer order patterns in preparation for the year 2000 may affect the company's future revenues and revenue patterns. At this time, the company believes the greatest likelihood of accelerated purchases of products is in the Health Care segment. In other segments, early indications are that most customers are not building inventories in anticipation of the year 2000.
Risks and Worst Case Scenarios - The company believes that its most reasonably likely worst case scenarios regarding the year 2000 issue involve the IT and non-IT systems of third parties rather than the IT and non-IT systems and products of the company. Because the company has far less control over assessing the year 2000 readiness of certain third parties, the company believes the risks are greatest outside the United States with suppliers of electrical, telecommunications, and transportation services, and in some areas, smaller business organizations that supply the company with goods or services. Contingency planning regarding the failure of such services involves maintaining appropriate inventories of key raw materials and products.
Contingency Planning - The company is preparing contingency plans specifying what the company will do if failures occur in IT and non- IT systems, or important third parties are not Year 2000 Compliant. The process includes identifying and prioritizing risks, assessing the business impact of those risks, creating notification procedures, and preparing written contingency plans for those failures with the greatest risk to the company. As of September 30, 1999, the company's contingency plans were 100 percent complete for its IT and non-IT systems and other high risk areas and 100 percent complete for its key suppliers.
Costs - Since inception of the company's efforts on the year 2000 issue through September 30, 1999, the company had spent approximately $64 million out of a total estimate of $77 million related to the Year 2000 readiness issue. These costs include the costs incurred for external consultants and professional advisors and the costs for software and hardware. The company's process for tracking internal costs does not capture all of the costs incurred for each of the teams working on the Year 2000 project. Such internal costs are principally the related payroll costs for its information systems group and other employees working on the Year 2000 project. The company is expensing as incurred all costs related to the assessment and remediation of the Year 2000 issue. These costs are being funded through operating cash flows.

The company's current estimates of the time and costs necessary to remediate and test its computer systems are based on the facts and circumstances existing at this time. The estimates were made using assumptions of future events, including the continued availability of certain resources, such as skilled IT personnel and infrastructure (e.g., electrical supply and water and sewer service); telecommunications, transportation supply chains, critical suppliers of materials; and Year 2000 modification plans and implementation success by key third-parties. New developments could affect the company's estimates of the amount of time and costs needed to modify and test its IT and non-IT systems for Year 2000 compliance and, depending on the year 2000 readiness of certain third parties, could affect the company's ability to conduct its business. These developments include, but are not limited to: (i) the availability and cost of personnel trained in this area; (ii) the ability to locate and correct all relevant date-sensitive code in both IT and non-IT systems; (iii) unanticipated failures in IT and non-IT systems; (iv) the planning and Year 2000 compliance success that key customers and suppliers attain; (v) failure or collapse of infrastructure (e.g., disruptions of electrical supply and water and sewer service), telecommunications, transportation supply chains, and critical suppliers of materials, particularly those suppliers of such services and goods located outside the United States; and (vi) unforeseen product shortages due to hoarding of critical raw materials.
The company cannot determine the impact of these potential developments on the current estimate of probable costs of making its products and IT and non-IT systems Year 2000 Compliant or the financial impact on the company. Accordingly, the company is not able to estimate possible future costs beyond the current estimates. As new developments occur, these cost estimates may be revised to reflect the impact of these developments on the costs to the company of making its products and IT and non-IT systems Year 2000 Compliant. Such cost revisions could have a material adverse impact on the company's net income in the quarterly period in which they are recorded. Although the company considers it unlikely, such revisions could also have a material adverse effect on the consolidated financial position or annual results of operations of the company.
Various of the company's disclosures and announcements concerning its products and year 2000 programs are intended to constitute "Year 2000 Readiness Disclosures" as defined in the recently enacted Year 2000 Information and Readiness Disclosure Act. The Act provides added protection from liability for certain public and private statements concerning an entity's year 2000 readiness and the year 2000 readiness of its products and services. The Act also potentially provides added protection from liability for certain types of year 2000 disclosures made after January 1, 1996 and before the date of enactment of the Act.

THE EURO CONVERSION
 On January 1, 1999, 11 of the 15 member countries of the European Union (EU) established fixed conversion rates through the European Central Bank (ECB) between existing local currencies and the euro, the EU's new single currency. The participating countries had agreed to adopt the euro as their common legal currency on that date. From that date, the euro has been traded on currency exchanges and available for non-cash transactions.
Following introduction of the euro, local currencies will remain legal tender until December 31, 2001. During this transition period, goods and services may be paid for with the euro or the local currency under the EU's "no compulsion, no prohibition" principle. If cross-border payments are made in a local currency during this transition period, the amount will be converted into euros and then converted from euros into the second local currency at rates fixed by the ECB. The participating countries will issue new euro-denominated bills and coins for use in cash transactions at about December 31, 2001. By no later than July 1, 2002, participating countries will withdraw all bills and coins denominated in local currencies, making the euro conversion complete.
In February 1997, the company created a European Monetary Union (EMU) Steering Committee and project teams representing all company business and staff units in Europe. The common objective of these teams is to ensure a smooth transition to EMU for the company and its constituencies. The scope of the teams' efforts includes (i) assessing the euro's impact on the company's business and pricing strategies for customers and suppliers, and (ii) ensuring that the company's business processes and information technology (IT) systems can process transactions in euros and local currencies during the transition period and achieve the conversion of all relevant local currency data to the euro by December 31, 2001, in the participating countries.
The European market contributed 26 percent of consolidated sales and 20 percent of consolidated operating income, excluding the restructuring charge, in 1998. The participating countries accounted for 64 percent of the company's sales in the European market in 1998. The company believes that the euro will, over time, increase price competition for the company's products across Europe due to cross- border price transparency. The company also believes that the adverse effects of increased price competition will be offset somewhat by new business opportunities and efficiencies. The company, however, is not able to estimate the anticipated net long-term impact of the euro introduction on the company.
The company has, in preparation for EMU, made significant investments in IT systems in Europe and these investments already enable the company to manage customer orders, invoices, payments and accounts in euros and in local currencies according to customer needs. The company anticipates spending approximately $35-50 million to complete the conversion of all its IT systems in Europe to the euro by December 31, 2001. The company is developing appropriate contingency

plans in order that the euro adoption does not jeopardize the operations of the company.
The euro introduction is not expected to have a material impact on the company's overall currency risk. Although the company engages in significant trade within the EU, the impact to date of changes in currency exchange rates on trade within the EU has not been material. The company anticipates the euro will simplify financial issues related to cross-border trade in the EU and reduce the transaction costs and administrative time necessary to manage this trade and related risks. The company believes that the associated savings will not be material to corporate results.
The company has derivatives outstanding beyond September 30, 1999, in several European currencies. Under the EU's "no compulsion, no prohibition" principle, the outstanding derivative positions will either mature as local currency contracts or convert to euro contracts at no additional economic cost to the company. The company believes that systems used to monitor derivative positions can be appropriately modified for these changes. The company believes the impact of the euro introduction on the company's derivative positions will not be material.
FORWARD-LOOKING STATEMENTS
 The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect the company's current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties, including those identified here, which could cause actual results to differ materially from historical results or those anticipated. The words "aim," "believe," "expect," "anticipate," "intend," "estimate," "will," "should," "could" and other expressions that indicate future events and trends identify forward-looking statements.
Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to: foreign exchange rates and fluctuations in those rates; the effects of, and changes in, worldwide economic conditions; the timing and market acceptance of new product offerings; raw materials, including shortages and increases in the costs of key raw materials; the impact of the Year 2000 issue; and legal proceedings (see discussion of Legal Proceedings in Part II, Item 1 of this Form 10-Q).

Minnesota Mining and Manufacturing Company and Subsidiaries PART II. Other Information
Item 1. Legal Proceedings
 The company and certain of its subsidiaries are named as defendants in a number of actions, governmental proceedings and claims, including environmental proceedings and products liability claims involving products now or formerly manufactured and sold by the company. In some actions, the claimants seek damages as well as other relief, which, if granted, would require substantial expenditures. The company has accrued certain liabilities, which represent reasonable estimates of its probable liabilities for these matters. The company also has recorded receivables for the probable amount of insurance recoverable with respect to these matters.
Some of these matters raise difficult and complex factual and legal issues, and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular action, the jurisdiction and forum in which each action is proceeding and differences in applicable law. Accordingly, the company is not always able to estimate the amount of its possible future liabilities with respect to such matters.
In one such matter, LePage's Incorporated filed a lawsuit against the company in June 1997 in the United States District Court for the Eastern District of Pennsylvania alleging that certain marketing practices of the company violated the antitrust laws. On October 8, 1999, the jury awarded LePage's damages of $22.8 million, which will be automatically tripled under the law. The company recorded a pre- tax charge of $73 million in the third quarter of 1999 related to the adverse jury verdict and attorneys' fees and costs. However, the fact that the company recognized the liability does not change the company's belief that the jury verdict will be ultimately overturned.
There can be no certainty that the company may not ultimately incur charges, whether for governmental proceedings and claims, products liability claims, environmental proceedings or other actions, in excess of presently established accruals. While such future charges could have a material adverse impact on the company's net income in the quarterly period in which they are recorded, the company believes that such additional charges, if any, would not have a material adverse effect on the consolidated financial position or annual results of operations of the company. (NOTE: The preceding sentence applies to all legal proceedings involving the company except the breast implant litigation, which is discussed separately in the next section).
Breast Implant Litigation
As of September 30, 1999, the company had been named as a defendant, often with multiple co-defendants, in 4,087 lawsuits and 68 claims in various courts, all seeking damages for personal injuries from allegedly defective breast implants. These claims and lawsuits purport to represent 13,795 individual claimants. It is not yet certain how many of these lawsuits and claims involve

products manufactured and sold by the company, as opposed to other manufacturers, or how many of these lawsuits and claims involve individuals who accepted benefits under the Revised Settlement Program (as defined later). The company has confirmed that approximately 590 of the above individual claimants have opted out of the class action and have 3M implants. The company entered the business of manufacturing breast implants in 1977 by purchasing McGhan Medical Corporation. In 1984, the company sold the business to a corporation that also was named McGhan Medical Corporation.
The typical claim or lawsuit alleges the individual's breast implants caused one or more of a wide variety of ailments and local complications, including, but not limited to, non-specific autoimmune disease, scleroderma, lupus, rheumatoid arthritis, fibromyalgia, mixed connective tissue disease, Sjogren's Syndrome, dermatomyositis, polymyositis and chronic fatigue.
Plaintiffs in these cases typically seek monetary damages, often in unspecified amounts, and also may seek certain types of equitable relief, including requiring the company to fund the costs associated with removal of the breast implants.
A number of breast implant claims and lawsuits seek to impose liability on the company under various theories for personal injuries allegedly caused by breast implants manufactured and sold by manufacturers other than the company. These manufacturers include, but are not limited to, McGhan Medical Corporation and manufacturers that are no longer in business or that are insolvent, whose breast implants may or may not have been used in conjunction with implants manufactured and sold by the company. These claims raise many difficult and complex factual and legal issues that are subject to many uncertainties, including the facts and circumstances of each particular claim, the jurisdiction in which each suit is brought, and differences in applicable law and insurance coverage.
A number of breast implant lawsuits seek to recover punitive damages. Any punitive damages that may be awarded against the company may or may not be covered by certain insurance policies depending on the language of the insurance policy, applicable law and agreements with insurers.
In addition to individual suits against the company, a class action on behalf of all women with breast implants filed against all manufacturers of such implants has been conditionally certified and is pending in the United States District Court for the Northern District of Alabama (the "Court")(DANTE, ET AL., V. DOW CORNING, ET AL., U.S.D.C., N. Dist., Ala., 92-2589; part of IN RE: SILICONE GEL
BREAST IMPLANT PRODUCT LIABILITY LITIGATION, U.S.D.C., N. Dist. Ala., MDL 926, U.S.D.C., N. Dist. Ala., CV 92-P-10000-S; now held in abeyance pending settlement proceedings in the settlement class action LINDSEY, ET AL., V. DOW CORNING CORPORATION, ET AL., U.S.D.C.,
N. Dist., Ala., CV 94-P-11558-S). Class actions, some of which have been certified, are pending in various state courts, including, among others, Louisiana, Florida and Illinois, and in the British Columbia courts in Canada. The Louisiana state court action (SPITZFADEN, ET

AL., v. DOW CORNING CORPORATION, ET AL., Dist. Ct., Parish of Orleans, 92-2589) has been decertified by the trial court. The Louisiana Supreme Court has denied plaintiffs' writ for an emergency appeal from the decertification. A normal appeal remains pending.
The company also has been served with a purported class action brought on behalf of children allegedly exposed to silicone in utero and through breast milk. (FEUER, ET AL., V. MCGHAN, ET AL., U.S.D.C., E. Dist. NY, 93-0146.) The suit names all breast implant manufacturers as defendants and seeks to establish a medical- monitoring fund.
On December 22, 1995, the Court approved a revised class action settlement program for resolution of claims seeking damages for personal injuries from allegedly defective breast implants (the "Revised Settlement Program"). The Revised Settlement Program is a revision of a previous settlement pursuant to a Breast Implant Litigation Settlement Agreement (the "Settlement Agreement") reached on April 8, 1994, and approved by the Court on September 1, 1994.
The Court ordered that, beginning after November 30, 1995, members of the plaintiff class may choose to participate in the Revised Settlement Program or opt out, which would then allow them to proceed with separate products liability actions.
The Revised Settlement Program includes domestic class members with implants manufactured by certain manufacturer defendants, including Baxter International, Bristol-Myers Squibb Company, the company and McGhan Medical Corporation. The company's obligations under the Revised Settlement Program are limited to eligible claimants with implants manufactured by the company or its predecessors ("3M implants") or manufactured only by McGhan Medical Corporation after its divestiture from the company on August 3, 1984 ("Post 8/84 McGhan implants"). With respect to claimants with only Post 8/84 McGhan implants (or only Post 8/84 McGhan implants plus certain other manufacturers' implants), the benefits are more limited than for claimants with 3M implants. Post 8/84 McGhan implant benefits are payable in fixed shares by the company, Union Carbide Corporation and McGhan Medical Corporation. McGhan Medical Corporation has defaulted on its fixed share obligation (which does not affect 3M's obligation to pay its share) and has a request for a mandatory class action recently approved by the Court.
In general, the amounts payable to individual current claimants (as defined in the Court's order) under the Revised Settlement Program, and the company's obligations to make those payments, are not affected by the number of class members who have elected to opt out of the Revised Settlement Program or the number of class members making claims under the Revised Settlement Program. In addition to certain miscellaneous benefits, the Revised Settlement Program provides for two compensation options for current claimants with 3M implants.

Under the first option, denominated as Fixed Amount Benefits, current claimants with 3M implants who satisfy disease criteria established in the prior Settlement Agreement will receive amounts ranging from $5,000 to $100,000, depending on disease severity or disability level; whether the claimant can establish that her implants have ruptured; and whether the claimant also has had implants manufactured by Dow Corning. Under the second option, denominated as Long-Term Benefits, current claimants with 3M implants who satisfy more restrictive disease and severity criteria specified under the Revised Settlement Program can receive benefits ranging from $37,500 to $250,000.
In addition, current claimants with 3M implants are eligible for (a) a one-time payment of $3,000 upon removal of 3M implants during the course of the class settlement, and (b) an advance payment of $5,000 against the above referenced benefits upon proof of having 3M implants and upon waiving or not timely exercising the right to opt out of the Revised Settlement Program. Current claimants with only Post 8/84 McGhan implants (or only Post 8/84 McGhan implants plus certain other manufacturers' implants) are eligible only for benefits ranging from $10,000 to $50,000.
Eligible participants with 3M implants who did not file current claims but are able to satisfy the more restrictive disease and severity criteria during an ongoing period of 15 years will be eligible for the Long-Term Benefits, subject to certain funding limitations. Such participants also will be eligible for an advance payment of $1,000 upon proof of having 3M implants and upon waiving or not timely exercising the right to opt out of the Revised Settlement Program or, as an elective option expiring on June 15, 1999, a payment of $3,500 in full settlement of all breast implant claims including any claim for Long-Term Benefits under the Revised Settlement Program. Benefit levels for eligible participants who are not current claimants and have only Post 8/84 McGhan implants (or only Post 8/84 McGhan implants plus certain other manufacturers' implants) will range from $10,000 to $50,000.
On June 10, 1998, the Court approved the terms of a settlement program offered by Baxter International, Bristol-Myers Squibb Company and the company to eligible foreign implant recipients (the "Foreign Settlement Program"). Notices and claim forms were mailed on June 15, 1998. Benefits to eligible foreign claimants range from $3,500 to $50,000.
As of the date of this filing, the company believes that approximately 90 percent of the registrants, including those claimants who filed current claims, have elected to participate in the Revised Settlement Program. It is still unknown as to what disease criteria all claimants have satisfied, and what options they have chosen. As a result, the total amount and timing of the company's prospective payments under the Revised Settlement Program cannot be determined with precision at this time. As of September 30, 1999, the company has paid $281 million into the court-administered fund as a reserve against costs of claims payable by the company under the Revised Settlement Program (including a $5 million

administrative assessment). Additional payments will be made as necessary. Payments to date have been consistent with the company's estimates of the total liability for these claims.
In the first quarter of 1994, the company took a pre-tax charge of $35 million ($22 million after tax) in recognition of its then best estimate of its probable liabilities and associated expenses, net of the probable amount of insurance recoverable from its carriers. In the third quarter of 1999, the company increased its estimate of the probable liabilities and associated expenses to approximately $1.2 billion, with an offsetting increase in the probable amount of insurance recoveries. This amount represents the company's current best estimate of the amount to cover the cost and expense of the Revised Settlement Program and the cost and expense of resolving opt- out claims and recovering insurance proceeds. After subtracting payments of $1.093 billion as of September 30, 1999, for defense and other costs and settlements with litigants and claimants, the company had accrued liabilities of $107 million.
The company has substantial primary and excess products liability occurrence insurance coverage and claims-made products liability insurance coverage, which it believes provide coverage for substantially all of its current exposure for breast implant claims and defense costs. Most insurers have alleged reservations of rights to deny all or part of the coverage for differing reasons, including each insurer's obligations in relation to the other insurers (i.e. allocation) and which claims trigger both the various occurrence and claims-made insurance policies. Some insurers have resolved and paid, or committed to, their policy obligations. The company believes the failure of many insurers to voluntarily perform as promised subjects them to the company's claims for excess liability and damages for breach of the insurers' obligation of good faith.
On September 22, 1994, three excess coverage occurrence insurers initiated in the courts of the State of Minnesota a declaratory judgment action against the company and numerous insurance carriers seeking adjudication of certain coverage issues and allocation among insurers. On December 9, 1994, the company initiated an action against its occurrence insurers in the Texas State Court in and for Harrison County, seeking a determination of responsibility among the company's various occurrence insurers with applicable coverages. The state of Texas has the most implant claims. This action has since been removed to the U.S. District Court, Eastern District of Texas, and stayed pending resolution of the litigation in the Minnesota courts.
The insurers that are parties to these actions generally acknowledge that they issued products liability insurance to the company and that breast implant claims are products liability claims. The trial in Minnesota to resolve the company's insurance coverage and the financial responsibility of occurrence insurers for breast implant claims and defense costs began on June 4, 1996, and is continuing in phases. A phase III jury trial on the company's claim of breach and consequential damages and insurer defenses to coverage began on October 25, 1999 and is expected to go into the new year.

In mid-October 1995, the occurrence insurers that are parties to the litigation in Minnesota filed more than 30 motions for summary judgment or partial summary judgment. The insurers, through these motions, attempted to shift all or a portion of the responsibility for those claims the company believes fall within the period of occurrence-based coverage (before 1986) into the period of claims- made coverage (from and after January 1, 1986). The trial court denied the insurers' motions, ruling that the key issues of trigger and allocation raised in these motions would be resolved at trial. In the trial's first phase in 1996, the court granted 3M partial declaratory judgment on the question of when insurance coverage is "triggered." The court also granted the insurers' motion for partial declaratory judgment on the question of the allocation method to be applied in the case. In July 1997, the trial court ruled further on the trigger issue and on the general allocation method. That ruling was consistent with and further supported the company's opinion as stated in the following paragraph. In November 1997, upon reconsideration, the court reversed a portion of its July ruling and reinstated a portion of its previous ruling. The company believed that conflicting rulings existed that needed to be clarified by the court and reconciled with applicable law. Motions to clarify the allocation methodology of triggered policies under these rulings were filed and have been ruled upon by the Court. While the Court clarified certain aspects of these rulings it also ruled that there would be no allocation from and after January 1, 1986. This ruling is consistent with the company's position on the allocation issue.
The company believes it ultimately will prevail in this insurance litigation. The company's belief is based on an analysis of its insurance policies; court decisions on these and similar issues; reimbursement by insurers for these types of claims; and consultation with outside counsel who are experts in insurance coverage matters. If, however, the occurrence insurers ultimately prevail in this insurance litigation, the company could be effectively deprived of significant and potentially material insurance coverage for breast implant claims. (See discussion of the accrued receivables for insurance recoveries below.)
As of September 30, 1999, the company had accrued receivables for insurance recoveries of $692 million, substantially all of which is contested by the insurance carriers. During the first quarter of 1999 the company executed a settlement agreement with its lead occurrence underwriter. Payments of settlement dollars of this and other agreements were received in the second and third quarters of 1999. Various factors could affect the timing and amount of proceeds to be received under the company's various insurance policies, including
(i) the timing of payments made in settlement of claims; (ii) the outcome of occurrence insurance litigation in the courts of Minnesota (as discussed above) and Texas; (iii) potential arbitration with claims-made insurers; (iv) delays in payment by insurers; and (v) the extent to which insurers may become insolvent in the future. There can be no absolute assurance that the company will collect all amounts accrued as being probable of recovery from its insurers.

The company's current estimate of the probable liabilities, associated expenses and probable insurance recoveries related to the breast implant claims is based on the facts and circumstances existing at this time. New developments may occur that could affect the company's estimates of probable liabilities (including associated expenses) and the probable amount of insurance recoveries. These developments include, but are not limited to, (i) the ultimate Fixed Amount Benefit distribution to claimants in the Revised Settlement Program; (ii) the success of and costs to the company in defending opt-out claims, including claims involving breast implants not manufactured or sold by the company; (iii) the outcome of the occurrence insurance litigation in the courts of Minnesota and Texas; and (iv) the outcome of potential arbitration with claims-made insurers.
The company cannot determine the impact of these potential developments on the current estimate of probable liabilities (including associated expenses) and the probable amount of insurance recoveries. Accordingly, the company is not able to estimate its possible future liabilities and recoveries beyond the current estimates of probable amounts. As new developments occur, these estimates may be revised, or additional charges may be necessary to reflect the impact of these developments on the costs to the company of resolving breast implant litigation, claims and insurance recoveries. Such revisions or additional future charges could have a material adverse impact on the company's net income in the quarterly period in which they are recorded. Although the company considers it unlikely, such revisions or additional future charges could also have a material adverse effect on the consolidated financial position or annual results of operations of the company.
The company conducts ongoing reviews, assisted by outside counsel, to determine the adequacy and extent of insurance coverage provided by its occurrence and claims-made insurers. The company believes, based on these ongoing reviews and the bases described in the fourth preceding paragraph, it is probable that the collectible coverage provided by its applicable insurance policies is sufficient to cover substantially all of its current exposure for breast implant claims and defense costs. Based on the availability of this insurance coverage, the company believes that its uninsured financial exposure has not materially changed since the first quarter of 1994. Therefore, no recognition of additional charges has been made.
Environmental Matters
The company also is involved in a number of environmental proceedings by governmental agencies and by private parties asserting liability for past waste disposal and other alleged environmental damage. The company conducts ongoing investigations, assisted by environmental consultants, to determine accruals for the probable, estimable costs of remediation. The remediation accruals are reviewed each quarter and changes are made as appropriate.

Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as exhibits to this Report.
(12) A statement setting forth the calculation of the ratio of earnings to fixed charges. Page 33.
(15) A letter from the company's independent auditors regarding unaudited interim consolidated financial statements. Page 34.
(27) Financial data schedule (EDGAR filing only).
None of the other item requirements of Part II of Form 10-Q are applicable to the company for the quarter ended September 30, 1999.

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
 (Registrant)

Date:            November 4, 1999

                           /s/ Giulio Agostini

                           Giulio Agostini, Senior Vice President and
                           Chief Financial Officer

                          (Mr.  Agostini  is the Principal  Financial
                          and  Accounting Officer and has  been  duly
                          authorized  to  sign  on  behalf   of   the

                          registrant.)	

                                                       EXHIBIT 12

         MINNESOTA MINING AND MANUFACTURING COMPANY AND SUBSIDIARIES
            CALCULATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
                             (Dollars in millions)
                                  (Unaudited)
                       Nine Months
                          Ended
                      September 30,  Year    Year    Year    Year    Year
                            1999     1998    1997    1996    1995    1994
                           ------- ------- ------- ------- ------- -------
EARNINGS
Income from continuing
  operations before
  income taxes, minority
  interest and
  extraordinary loss*       $2,153  $1,952  $3,440  $2,479  $2,168  $2,011

Add:
Interest on debt                83     139      94      79     102      70

Interest component of the
ESOP benefit expense            16      29      32      34      37      39

Portion of rent under
operating leases
representative of the
interest component              28      41      41      46      51      46

Less: Equity in undistributed
income of 20-50% owned
companies                        4       4       3      --       1       2
                            ------ ------- ------- ------- ------- -------
TOTAL EARNINGS AVAILABLE
FOR FIXED CHARGES           $2,276  $2,157  $3,604  $2,638  $2,357  $2,164
                            ======  ======  ======  ======  ======  ======

FIXED CHARGES
Interest on debt                83     139      94      79     102      70

Interest component of the
ESOP benefit expense            16      29      32      34      37      39

Portion of rent under
operating leases
representative of the
interest component              28      41      41      46      51      46
                            ------  ------  ------  ------  ------  ------
TOTAL FIXED CHARGES         $  127  $  209  $  167  $  159  $  190  $  155
                            ======  ======  ======  ======  ======  ======
RATIO OF EARNINGS TO
FIXED CHARGES                17.92   10.32   21.58   16.59   12.41   13.96

<F1>
*1999  includes  non-recurring pre-tax net  gains  of  $100  million,  1998
includes  a  pre-tax restructuring charge of $493 million; 1997 includes  a
pre-tax gain on the sale of National Advertising Company of $803 million.

EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated November 1, 1999, on our reviews of interim consolidated financial information of Minnesota Mining and Manufacturing Company and Subsidiaries (the Company) for the three- month and nine-month periods ended September 30, 1999 and 1998, and included in the Company's Form 10-Q for the quarter ended September 30, 1999, is incorporated by reference in the Company's registration statements on Form S-8 (Registration Nos. 33-14791, 33-49842, 33- 58767, 333-26957, 333-30689 and 333-30691), and Form S-3 (Registration No. 33-48089).

                                    /s/ PricewaterhouseCoopers LLP

                                    PricewaterhouseCoopers LLP

St. Paul, Minnesota
November 4, 1999	

ARTICLE 5	
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED BALANCE SHEET AND RELATED NOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS AND NOTES.	
MULTIPLIER: 1,000,000	

		
PERIOD TYPE	9 MOS	
FISCAL YEAR END	DEC 31 1999	
PERIOD END	SEP 30 1999	
CASH	302	
SECURITIES	188	
RECEIVABLES	2,848	
ALLOWANCES	0	
INVENTORY	2,051	
CURRENT ASSETS	6,583	
PP&E	13,227	
DEPRECIATION	7,767	
TOTAL ASSETS	13,905	
CURRENT LIABILITIES	3,865	
BONDS	1,550	
PREFERRED MANDATORY	0	
PREFERRED	0	
COMMON	236	
OTHER SE	6,134	
TOTAL LIABILITY AND EQUITY	13,905	
SALES	11,636	
TOTAL REVENUES	11,636	
CGS	6,603	
TOTAL COSTS	6,603	
OTHER EXPENSES	(26)	
LOSS PROVISION	0	
INTEREST EXPENSE	83	
INCOME PRETAX	2,153	
INCOME TAX	776	
INCOME CONTINUING	1,319	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	1,319	
EPS BASIC	3.28	
EPS DILUTED	3.25