FORM 5                                          U.S. SECURITIES AND EXCHANGE COMMISSION                         OMB APPROVAL
                                                      WASHINGTON, D.C.   20549                           OMB NUMBER:      3235-0362
[ ] Check box if no longer                                                                               Expires:    April 30, 1997
    subject to Section 16.  Form 4                                                                       Estimate average burden
    or Form 5 obligations may                                                                            hours per response.....1.0
    continue.  See Instructions 1(b)

[ ] Form 3 Holdings Reported

[X] Form 4 Transactions Reported

                                          ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
                                  Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
                                Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
                                              30(f) of the Investment Company Act of 1940

1.Name and Address of Reporting Person  2. Issuer Name and Ticker                     6. Relationship of Reporting Person to Issuer
                                           or Trading Symbol                                        (Check all applicable)
  Minnesota Mining and Manufacturing                                                         Director               X  10% Owner
  Company                                  HEARx Ltd. / Ticker Symbol:  EAR             -----                     -----

(Last)       (First)    (Middle)        3. IRS or Social Security  4. Statement for           Officer (give             Other
                                           Number of Reporting        Month/Year        -----          title      ----- (specify
Attn: Gregg M. Larson, Assistant           Person (voluntary)            12/95                         below)            below)
      General Counsel
             (Street)                      41-0417775              5. If Amendment,
3M Center                                                             Date of Original
                                                                      (Month/Year)          --------------------------------
                                                                         N/A
(City)       (State)       (Zip)
St. Paul      MN            55144

                                       TABLE I  NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED

1. Title of Security                    2. Trans-  3. Trans-     4. Securities Acquired    5. Amount of  6. Owner-    7. Nature
   (Instr. 3)                              action     action        (A)or Disposed of (D)     Securities    ship         of
                                           Date       Code                                    Benefic-      Form:        Indirect
                                                      (Instr. 8)       (Instr. 3, 4 and 5)    ially         Direct       Bene-
                                        (Month/                                               Owned at      (D) or       ficial
                                         Day/                      Amount  (A) or   Price     End of        Indirect     Owner-
                                         Year)                             (D)                Issuer's      (I)          ship
                                                                                              Fiscal Year[1](Instr.      (Instr.
                                                                                              (Instr. 3      4)           4)
                                                                                              and 4)

[1]  As of 12/29/95.

[2]  By Agreement dated January 6, 1993, the expiration date of the Option to Purchase $1,000,000 worth of
     Senior Preferred Series E Stock, at an exercise price of $90 per share of Series E Stock, was
     extended to December 31, 1994.

[3]  By Letter Agreement dated November 19, 1993, the Reporting Person provided certain funds to the Issuer
     and the parties agreed to certain terms relating to the exercise of the Option to Purchase the Senior Preferred
     Series E Stock, with the exercise transaction to be completed (at the option of the Reporting Person) upon
     performance by the Issuer of certain other obligations.

[4]  Exempt under Rule 16b-6(d).

Reminder:  Report on a separate line for each class of securities beneficially owned directly or indirectly.              (Over)
                                                             (Print or Type Responses)                              SEC 2270 (3-91)	

                       TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
                                   (e.g., puts, calls, warrants, options, convertible securities)

1.Title of    2.Conver-  3.Trans-  4.Transac-   5.Number of    6.Date Exer- 7.Title      8.Price  9.Number    10.Owner-  11.Na-
  Derivative    sion or    action    tion Code    Derivative     cisable      and Amount   of       of Deriv-    ship       ture
  Security      Exercise   Date      (Instr. 8)   Securities     and Expir-   of Under-    Deriv-   ative        of De-     of In-
  (Instr. 3)    Price      (Month/                Acquired (A)   ation Date   lying        ative    Secur-       rivative   direct
                of         Day/                   or Disposed    (Month/      Securities   Secur-   ities        Secu-      Bene-
                Deriva-    Year)                  of (D)         Day/Year)    (Instr. 3    ity      Bene-        rity;      ficial
                tive                              (Instr. 3,                  and 4)       (Instr.  ficially     Direct     Own-
                Security                          4, and 5)                                  5)     Owned        (D) or     ership
                                                                                                    at End       Indi-      (Instr.
                                                                                  Amount            of           rect (I)    4)
                                                               Date  Expir-       or                Year 1       (Instr.
                                                               Exer- ation  Title Number            (Instr.      4)
                                                               cisa- Date         of                4)
                                                (A)    (D)     ble                Shares

Option to
 Purchase
 Sr. Pfd.
 Series E    $90.00     1/6/93      H4[2]              11,111 immed 12/31/93 Sr.     11,111                      D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies E

Option to
 Purchase
 Sr. Pfd.
 Series E    $90.00     1/6/93      J4[2]       11,111        immed 12/31/94 Sr.     11,111                      D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies E

Option to
 Purchase
 Sr. Pfd.
 Series E    $90      11/19/93      H4[3]              11,111 immed 12/31/94 Sr.     11,111                      D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies E

Option to
 Purchase
 Sr. Pfd.
 Series E    $90.00   11/19/93      J4[3]       11,111        immed 12/31/94 Sr.     11,111                      D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies E

Option to
 Purchase
 Sr. Pfd.
 Series E    $90.00   12/31/94      H4[4]              11,111 immed          Sr.     11,111           -0-        D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies E

Sr. Pfd.
 Series E
 Stock       1:100     7/24/95      P4[5]        4,706        immed          Com-   470,600    85.00  4,706      D
                                                                             mon

Sr. Pfd.
 Series E
 Stock       1:100    12/21/95      P4[6]        1,776        immed          Com-   176,600    61.80  1,766      D
                                                                             mon

Sr. Pfd.
 Series A    1:100                                            immed          Com- 3,000,000          30,000      D
                                                                             mon

Sr. Pfd.
 Series B    1:100                                            immed          Com- 2,250,000          22,500      D
                                                                             mon

Sr. Pfd.
 Series D    1:100                                            immed          Com- 1,492,600          14,926      D
                                                                             mon

Sr. Pfd.
 Series G    1:100                                            immed          Com- 1,492,600          14,926      D
                                                                             mon

Warrants to
 Purchase
 Sr. Pfd.
 Series C     $.01                                            immed  2/22/98 Sr.     11,000          11,000      D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies C

Option to
 Purchase
 Sr. Pfd.
 Series F  $125.00                                            immed  4/30/97 Sr.      8,000           8,000       D
                                                                             Pfd.
                                                                             Ser-
                                                                             ies F

Explanation of Responses:

[5]  By Agreements dated May 1, 1995 and July 24, 1995, the Issuer agreed to issue and the Reporting Person
     agreed to buy (by conversion of an outstanding $400,000 loan to the Issuer) shares of Senior Preferred Series
     E Stock at $85 per share of Series E Stock.

[6]  By Letter Agreement dated December 21, 1995, the Reporting Person and the Issuer agreed to final terms
     for the purchase of the Senior Preferred Series E Stock upon conversion of the $400,000 loan referred to in
     footnote 4 above at an amended purchase price of $61.80 per share of Series E Stock.

                                                                                         MINNESOTA MINING AND MANUFACTURING
                                                                                         COMPANY

**   Intentional misstatements or omissions of facts consititute Federal                 By: /s/ Roger P. Smith      7 - 9 - 96
     Criminal Violations.  See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                        ---------------------  ------------
                                                                                               Roger P. Smith,         Date
                                                                                               Corporate Secretary

Note: File three copies of this Form, one of which must be manually signed.                                                 Page 2
      If space provided is insufficient, see Instruction 6 for procedure.                                          SEC 1474 (8-92)