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                             July 7, 2023

       Jeffrey Lavers
       President
       3M Health Care Co
       3M Center
       St. Paul , Minnesota 55144

                                                        Re: 3M Health Care Co
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form 10-12G
                                                            Submitted June 23,
2023
                                                            CIK No. 0001964738

       Dear Jeffrey Lavers:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement Submitted June 23, 2023

       Exhibit 99.1
       Information Statement Summary
       Our Company, page 11

   1.                                                   We acknowledge your
revised disclosures in response to comment 1, but reissue to the
                                                        extent you have not
generally revised the summary to balance your numerous statements
                                                        of leadership and
strengths. The revisions on page 17 removed language that appeared to
                                                        provide context for the
statements that remain. In addition, you continue to refer to your
                                                        "trusted solutions" and
"trusted brands" and that your products "enable higher quality
                                                        patient care, more
efficient processes and workflows, and improved standards of safety"
 Jeffrey Lavers
3M Health Care Co
July 7, 2023
Page 2
         without stating these as your beliefs or clarifying the basis for
these statements. Please
         refer to comments 2 and 4 of our March 15, 2023 letter.
2.       We note the graphic on pages 12 and 88, and other statements
throughout the summary
         and other sections of your prospectus regarding the safety and
efficacy of your products
         and products into which your products are incorporated. Please revise
the graphic to
         remove references to safety and efficacy, including as they relate to
products you do not
         produce. As safety and efficacy determinations are solely within
authority of the FDA or
         other regulatory agencies, please also revise the summary to explain
which of your
         products' efficacy and safety claims have been approved by the FDA or
similar regulatory
         authorities, and that efficacy or safety claims for your other
products have not been
         approved by regulatory authorities. We note, for example, the broad
statement on page 13
         that your "solution shave been evaluated in numerous clinical studies,
and results from
         these studies confirm the safety, efficacy and clinical benefit for
their intended use."
Unaudited Pro Forma Condensed Combined Financial Information, page 77

3.       Please further clarify in note (j) how you determined the appropriate
tax rate to use in
         arriving at the pro forma provision for income taxes. In this regard,
we note that the pro
         forma effective tax rate on transaction accounting adjustments was
approximately 12.5%
         compared to your historical effective tax rate of 20.6%. In addition
the statutory effective
         tax rate also appears higher based on disclosures on page F-21. Refer
to the guidance of
         Rule 11-02(b)(5)(i) of Regulation S-X.
4.       In regards to autonomous entity adjustments, we remind you that Rule
11-02(b)(11)(iii) of
         Regulation S-X indicates that detailed disclosures should be provided
which should
         include a description of the adjustment (including the material
uncertainties), the material
         assumptions, the calculation of the adjustment, and additional
qualitative information
         about the adjustments, if any, necessary to give a fair and balanced
presentation of the pro
         forma financial information. Please expand your disclosures to
appropriately address.
5.       We note adjustment (o) to the pro forma balance sheet reflects the net
impact of lease
         arrangements with third parties and sublease arrangements with
ParentCo for facilities that
         will be entered into prior to the separation. Please address what
consideration was given
         to reflecting the impact of these arrangements on your pro forma
statement of income
         given that these arrangements do not appear to be included in
adjustment (m).
6.      Your disclosures on page 8 indicate that the company will also enter
into a tax matters
        agreement, an employee matters agreement, and an intellectual property
matters
        agreement with ParentCo. It appears that the employee matters agreement
will also
        govern the terms of equity-based awards granted by ParentCo prior to
the
FirstName LastNameJeffrey Lavers
        separation. Please help us understand what consideration was given as
to whether the
Comapany    Name3M
        impact  of theseHealth Care Co
                         agreements should also be reflected in the pro forma
financial
July 7, information.
        2023 Page 2
FirstName LastName
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
            Care Co
Comapany
July 7, 2023Name3M Health Care Co
July 7,3 2023 Page 3
Page
FirstName LastName
7.       We note that the Health Care Business entered into agreements in May
2023 to sell certain
         assets associated with its dental local anesthetic portfolio, which is
expected to close in the
         third quarter of 2023. Please address what consideration was given to
reflecting this
         transaction in the pro forma financial information.
Intellectual Property, page 119

8.       We reissue comment 4. Please revise each of the charts to quantify the
patents for each
         indication in each jurisdiction, and for each jurisdiction, quantify
the pending and issued
         patents. Also, please provide the expiration dates by jurisdiction.
Regulation, page 124

9.       We reissue comment 2. Please revise to provide materially complete
disclosure of the
         regulations under which you operate. We note, for example, you have
not described the
         classification process for Class I or II medical devices, stages of
clinical trials for
         pharmaceuticals, have not described the medical device or
pharmaceutical procedures in
         the EU or China, which appear to be material. In addition, please
revise to summarize the
         "extensive laws and regulations protecting the privacy, security and
integrity of patient
         medical information" you reference on page 128, including HIPAA, and
the applicable
         environmental, health and safety laws on page 122. We note the
statement on page 122
         that the environmental, health and safety "laws, regulations,
ordinances, requirements and
         standards affect a significant portion of [y]our activities globally
across each of [y]our
         segments and product lines."
       You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Abby Adams at 202-551-6902 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Industrial Applications and
                                                                Services
cc:      Jenna Levine, Esq.