Exhibit 3.2

                                           Amended to and including
                                           amendments of May 13, 1997

            RESTATED CERTIFICATE OF INCORPORATION OF
           MINNESOTA MINING AND MANUFACTURING COMPANY
          (Original Certificate Filed on June 25, 1929)

FIRST: The name of the Corporation is MINNESOTA MINING AND 
MANUFACTURING COMPANY.

SECOND: The address of its registered office in the State of 
Delaware is 1209 Orange Street, in the City of Wilmington, County 
of New Castle.  The name of its registered agent at such address 
is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or 
promoted is: to engage in any lawful act or activity for which 
Corporations may be organized under the General Corporation Law of 
Delaware.

FOURTH: A. The total number of shares of all classes of stock 
which this Corporation shall have authority to issue is 
1,010,000,000 consisting of 10,000,000 shares of preferred stock 
without par value and 1,000,000,000 shares of common stock with 
$0.50 par value.

        B. The designations, powers, preferences, and rights, and 
the qualifications, limitations, or restrictions of the preferred 
stock and the common stock of the Corporation are as follows:

          1. The preferred stock may be issued from time to time 
as shares of one or more series in any amount, not exceeding in 
the aggregate, including all shares of any and all series 
previously issued, the total number of shares of preferred stock 
hereinabove authorized.  All shares of any one series of preferred 
stock shall rank equally and be identical, except as to the times 
from which cumulative dividends, if any, thereon shall be 
cumulative.

          2. The Board of Directors of the Corporation is hereby 
expressly authorized from time to time to issue preferred stock as 
preferred stock of any series, and in connection with the creation 
of each such series to fix by the resolution or resolutions, 
providing for the issue of shares thereof, the designations, 
preferences and relative, participating, optional, conditional, or 
other special rights, and qualifications, limitations, or 
restrictions thereof, of such series, to the full extent now or 
hereafter permitted by the laws of the State of Delaware, 
including, without limitation, the following matters:

           (a) The designation of such series;

           (b) The rate or amount and times at which, and the 
preferences and conditions under which, dividends shall be payable 
on shares of such series, the status of such dividends as 
cumulative or noncumulative, the date or dates from which 
dividends, if cumulative, shall accumulate, and the status of such 
series as participating or nonparticipating after the payment of 
dividends on shares which are entitled to any preference;

           (c) The voting rights, if any, of shares of such series 
in addition to those required by law, which may be full, limited, 
multiple, fractional, or none, including any right to vote as a 
class either generally or in connection with any specified matter 
or matters;

           (d) The amount, times, terms, and conditions, if any, 
upon which shares of such series shall be subject to redemption;

           (e) The rights and preferences, if any, of the holders 
of shares of such series in the event of any liquidation, 
dissolution, or winding up of the Corporation;

           (f) Whether the shares of such series shall be entitled 
to the benefit of a sinking fund to be applied to the purchase or 
redemption of such series, and if so entitled, the amount of such 
fund and the manner of its application; and

           (g) Whether the shares of such series shall be made 
convertible into, or exchangeable for, shares of any other class 
or classes or of any other series of the same or any other class 
or classes of stock of the Corporation, and if made so convertible 
or exchangeable, the conversion price or prices, or the rates of 
exchange, and the adjustments, if any, at which such conversion or 
exchange may be made.

        C. Except for and subject to those rights expressly 
granted to the holders of preferred stock, or any series thereof, 
by the Board of Directors, pursuant to the authority hereby vested 
in the Board or as provided by the laws of the State of Delaware, 
the holders of the Corporation's common stock shall have 
exclusively all rights of shareholders and shall possess 
exclusively all voting power.  Each holder of common stock of the 
Corporation shall be entitled to one vote for each share of such 
stock standing in such holder's name on the books of the 
Corporation.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: In furtherance, and not in limitation of the powers 
conferred by statute, the Board of Directors is expressly 
authorized:

     To make, alter, or repeal the Bylaws of the Corporation.

     To authorize and cause to be executed mortgages and liens 
upon the real and personal property of the Corporation.

     To set apart out of any funds of the Corporation available 
for dividends a reserve or reserves for any proper purpose 
and to abolish any such reserve in the manner in which it was 
created.

     By a majority of the whole Board, to designate one or more 
committees, each committee to consist of one or more of the 
directors of the Corporation.  The Board may designate one or 
more directors as alternate members of any committee, who may 
replace any absent or disqualified member at any meeting of 
the committee.  The Bylaws may provide that in the absence or 
disqualification of a member of a committee, the member or 
members thereof present at any meeting and not disqualified 
from voting, whether the member or members constitute a 
quorum, may unanimously appoint another member of the Board 
of Directors to act at the meeting in the place of any such 
absent or disqualified member. Any such committee, to the 
extent provided in the resolution of the Board of Directors, 
or in the Bylaws of the Corporation, shall have and may 
exercise all the powers and authority of the Board of 
Directors in the management of the business and affairs of 
the Corporation, and may authorize the seal of the 
Corporation to be affixed to all papers which may require it; 
but no such committee shall have the power or authority in 
reference to amending the Certificate of Incorporation, 
adopting an agreement of merger or consolidation, 
recommending to the stockholders the sale, lease, or exchange 
of all or substantially all of the Corporation's property and 
assets recommending to the stockholders a dissolution of the 
Corporation or a revocation of a dissolution, or amending the 
Bylaws of the Corporation; and, unless the resolution or 
Bylaws expressly so provide, no such committee shall have the 
power or authority to declare a dividend or to authorize the 
issuance of stock.

     When and as authorized by the stockholders in accordance with 
statute, to sell, lease, or exchange all or substantially all 
of the property and assets of the Corporation, including its 
goodwill and its corporate franchises, upon such terms and 
conditions and for such consideration, which may consist in 
whole or in part of money or property, including shares of 
stock in, and/or other securities of, any other Corporation 
or Corporations, as its Board of Directors shall deem 
expedient and for the best interest of the Corporation.

SEVENTH: Meetings of stockholders may be held within or without 
the State of Delaware, as the Bylaws may provide.  The books of 
the Corporation may be kept (subject to any provision contained in 
the statutes) outside the State of Delaware at such place or 
places as may be designated from time to time by the Board of 
Directors or in the Bylaws of the Corporation.

EIGHTH: This Corporation reserves the right to amend, alter, 
change, or repeal any provision contained in this Certificate of 
Incorporation, in the manner now or hereafter prescribed by 
statute, and all rights conferred upon stockholders herein are 
granted subject to this reservation.

NINTH: Whenever a compromise or arrangement is proposed between 
this Corporation and its creditors or any class of them and/or 
between this Corporation and its stockholders or any class of 
them, any court of equitable jurisdiction within the State of 
Delaware may, on the application in a summary way of this 
Corporation or of any creditor or stockholder thereof or on the 
application of any receiver or receivers appointed for this 
Corporation under the provisions of Section 291 of Title 8 of the 
Delaware Code or on the application of trustees in dissolution or 
of any receiver or receivers appointed for this Corporation under 
the provisions of Section 279 of Title 8 of the Delaware Code, 
order a meeting of the creditors or class of creditors, and/or of 
the stockholders or class of stockholders of this Corporation, as 
the case may be, to be summoned in such manner as the said court 
directs.  If the majority in number representing three-fourths in 
value of the creditors or class of creditors, and/or of the 
stockholders or class of stockholders of this Corporation, as the 
case may be, agree to any compromise or arrangement and to any 
reorganization of this Corporation as a consequence of such 
compromise or arrangement, the said compromise or arrangement and 
the said reorganization shall, if sanctioned by the court to which 
the said application has been made, be binding on all the 
creditors or class of creditors, and/or on all the stockholders or 
class of stockholders, of this Corporation as the case may be, and 
also on this Corporation.

TENTH: A. The number of directors of the Corporation shall be 
fixed from time to time by or pursuant to the Bylaws of the 
Corporation.  At the 1986 Annual Meeting of Stockholders of the 
Corporation, the directors shall be divided, with respect to the 
terms for which they severally hold office, into three classes, as 
nearly equal in number of directors as possible, as determined by 
the Board of Directors, with the term of office of the first class 
to expire at the Annual Meeting of Stockholders to be held in 
1987, the term of office of the second class to expire at the 
Annual Meeting of Stockholders to be held in 1988, and the term of 
office of the third class to expire at the Annual Meeting of 
Stockholders to be held in 1989, with each class of directors to 
hold office until their successors are duly elected and have 
qualified.  At each Annual Meeting of Stockholders following such 
initial classification and election, directors elected to succeed 
those directors whose terms expire at such annual meeting, other 
than those directors elected under particular circumstances by a 
separate class vote of the holders of any class or series of stock 
having a preference over the common stock, of a par value of $0.50 
per share, of the Corporation (the "Common Stock") as to dividends 
or upon liquidation of the Corporation, shall be elected to hold 
office for a term expiring at the Annual Meeting of Stockholders 
in the third year following the year of their election and until 
their successors are duly elected and have qualified.  When the 
number of directors is changed, any newly created directorships or 
any decrease in directorships shall be so apportioned among the 
classes as to make all classes as nearly equal in number of 
directors as possible, as determined by the Board of Directors.  
No decrease in the number of directors constituting the Board of 
Directors shall shorten the term of any incumbent director.  The 
provisions of this Paragraph are subject to the provisions of 
Paragraph D of this Article.

     B. Except as may be provided in the terms of any class or 
series of stock having a preference over the Common Stock as to 
dividends or upon liquidation of the Corporation relating to the 
rights of the holders of such class or series to elect, by 
separate class vote, additional directors, no member of the Board 
of Directors may be removed from office except for cause.

     C. Subject to the provisions of Paragraph D of this Article 
TENTH, newly created directorships resulting from an increase in 
the number of directors of the Corporation and vacancies occurring 
in the Board of Directors resulting from death, resignation, 
retirement, removal, or any other reason shall be filled by the 
affirmative vote of a majority of the directors, although less 
than a quorum, then remaining in office and elected by the holders 
of the capital stock of the Corporation entitled to vote generally 
in the election of directors or, in the event that there is only 
one such director, by such sole remaining director. Any director 
elected in accordance with the preceding sentence shall hold 
office for the full term of the class of directors in which the 
new directorship was created or the vacancy occurred and until 
such director's successor shall have been elected and qualified.

     D. In the event that the holders of any class or series of 
stock of the Corporation having a preference over the Common Stock 
as to dividends or upon liquidation of the Corporation are 
entitled, by a separate class vote, to elect directors pursuant to 
the terms of such class or series, then the provisions of such 
class or series with respect to such rights of election shall 
apply to the election of such directors.  The number of directors 
that may be elected by the holders of any such class or series of 
stock shall be in addition to the number fixed by or pursuant to 
the Bylaws.  Except as otherwise expressly provided in the terms 
of such class or series, the number of directors that may be so 
elected by the holders of any such class or series of stock shall 
be elected for terms expiring at the next Annual Meeting of 
Stockholders and without regard to the classification of the 
remaining members of the Board of Directors, and vacancies among 
directors so elected by the separate class vote of any such class 
or series of stock shall be filled by the affirmative vote of a 
majority of the remaining directors elected by such class or 
series, or, if there are no such remaining directors, by the 
holders of such class or series in the same manner in which such 
class or series initially elected a director.

     If at any meeting for the election of directors, more than 
one class of stock, voting separately as classes, shall be 
entitled to elect one or more directors and there shall be a 
quorum of only one such class of stock, that class of stock shall 
be entitled to elect its quota of directors notwithstanding 
absence of a quorum of the other class or classes of stock.

     E. Notwithstanding any other provisions of this Certificate 
of Incorporation or the Bylaws of the Corporation (and 
notwithstanding that a lesser percentage may be specified by law), 
the provisions of this Article TENTH may not be amended or 
repealed unless such action is approved by the affirmative vote of 
the holders of not less than eighty percent (80%) of the voting 
power of all of the outstanding shares of capital stock of the 
Corporation entitled to vote generally in the election of 
directors, considered for purposes of this Article as a single 
class.

ELEVENTH: Subject to any limitations imposed by this Certificate 
of Incorporation, the Board of Directors shall have power to 
adopt, amend, or repeal the Bylaws of the Corporation.  Any Bylaws 
made by the directors under the powers conferred hereby may be 
amended or repealed by the directors or by the stockholders.  
Notwithstanding the foregoing and any other provisions of this 
Certificate of Incorporation or the Bylaws of this Corporation 
(and notwithstanding that a lesser percentage may be specified by 
law), no provisions of the Bylaws shall be adopted, amended, or 
repealed by the stockholders without an affirmative vote of the 
holders of not less than eighty percent (80%) of the voting power 
of all of the outstanding shares of capital stock of the 
Corporation entitled to vote generally in the election of 
directors, considered for the purposes of this Article as a single 
class.

     Notwithstanding the foregoing and any other provisions of 
this Certificate of Incorporation or the Bylaws of the Corporation 
(and notwithstanding that a lesser percentage may be specified by 
law), the provisions of this Article ELEVENTH may not be amended 
or repealed unless such action is approved by the affirmative vote 
of the holders of not less than eighty percent (80%) of the voting 
power of all of the outstanding shares of capital stock of the 
Corporation entitled to vote generally in the election of 
directors, considered for purposes of this Article as a single 
class.

TWELFTH: No action required to be taken or which may be taken at 
any annual or special meeting of stockholders of the Corporation 
may be taken without a meeting, and the power of stockholders to 
consent in writing, without a meeting, to the taking of any action 
is specifically denied.

THIRTEENTH: A. In addition to the requirements of the provisions 
of any series of preferred stock which may be outstanding, and 
whether or not a vote of the stockholders is otherwise required, 
the affirmative vote of the holders of not less than eighty 
percent (80%) of the outstanding shares of the Common Stock shall 
be required for the approval or authorization of any Business 
Transaction with a Related Person, or any Business Transaction in 
which a Related Person has an interest (other than only a 
proportionate interest as a stockholder of the Corporation); 
provided, however, that the eighty percent (80%) voting 
requirement shall not be applicable if (1) the Business 
Transaction is Duly Approved by the Continuing Directors, or (2) 
all of the following conditions are satisfied:

          (a) the Business Transaction is a merger or 
consolidation or sale of substantially all of the assets of the 
Corporation, and the aggregate amount of cash to be received per 
share (on the date of effectiveness of such merger or 
consolidation or on the date of distribution to stockholders of 
the Corporation of the proceeds from such sale of assets) by 
holders of Common Stock of the Corporation (other than such 
Related Person) in connection with such Business Transaction is at 
least equal in value to such Related Person's Highest Common Stock 
Purchase Price; and

          (b) after such Related Person has become the Beneficial 
Owner of not less than ten percent (10%) of the voting power of 
the Voting Stock and prior to the consummation of such Business 
Transaction, such Related Person shall not have become the 
Beneficial Owner of any additional shares of Voting Stock or 
securities convertible into Voting Stock, except (i) as a part of 
the transaction which resulted in such Related Person becoming the 
Beneficial Owner of not less than ten percent (10%) of the voting 
power of the Voting Stock or (ii) as a result of a pro rata stock 
dividend or stock split; and

          (c) prior to the consummation of such Business 
Transaction, such Related Person shall not have, directly or 
indirectly, (i) received the benefit (other than only a 
proportionate benefit as a stockholder of the Corporation) of any 
loans, advances, guarantees, pledges, or other financial 
assistance or tax credits provided by the Corporation or any of 
its subsidiaries, (ii) caused any material change in the 
Corporation's business or equity capital structure, including, 
without limitation, the issuance of shares of capital stock of the 
Corporation, or (iii) except as Duly Approved by the Continuing 
Directors, caused the Corporation to fail to declare and pay (y) 
at the regular date therefor any full quarterly dividends on any 
outstanding preferred stock or (z) quarterly cash dividends on the 
outstanding Common Stock on a per share basis at least equal to 
the cash dividends being paid thereon by the Corporation 
immediately prior to the date on which the Related Person became a 
Related Person.

B. For the purpose of this Article THIRTEENTH:

     1. The term "Business Transaction" shall mean (a) any merger 
or consolidation involving the Corporation or a subsidiary of the 
Corporation. (b) any sale, lease, exchange, transfer, or other 
disposition (in one transaction or a series of related 
transactions), including, without limitation, a mortgage or any 
other security device, of all or any Substantial Part of the 
assets either of the Corporation or of a subsidiary of the 
Corporation, (c) any sale, lease, exchange, transfer, or other 
disposition (in one transaction or a series of related 
transactions) of all or any Substantial Part of the assets of an 
entity to the Corporation or a subsidiary of the Corporation, (d) 
the issuance, sale, exchange, transfer, or other disposition (in 
one transaction or a series of related transactions) by the 
Corporation or a subsidiary of the Corporation of any securities 
of the Corporation or any subsidiary of the Corporation, (e) any 
recapitalization or reclassification of the securities of the 
Corporation (including, without limitation, any reverse stock 
split) or other transaction that would have the effect of 
increasing the voting power of a Related Person or reducing the 
number of shares of each class of Voting Stock outstanding, (f) 
any liquidation, spin-off, split-off, split-up, or dissolution of 
the Corporation, and (g) any agreement, contract, or other 
arrangement providing for any of the transactions described in 
this definition of Business Transaction.

     2. The term "Related Person" shall mean and include (a) any 
individual, corporation, partnership, group, association, or other 
person or entity which, together with its Affiliates and 
Associates, is the Beneficial Owner of not less than ten percent 
(10%) of the voting power of the Voting Stock or was the 
Beneficial Owner of not less than ten percent (10%) of the voting 
power of the Voting Stock (i) at the time the definitive agreement 
providing for the Business Transaction (including any amendment 
thereof) was entered into, (ii) at the time a resolution approving 
the Business Transaction was adopted by the Board of Directors of 
the Corporation, or (iii) as of the record date for the 
determination of stockholders entitled to notice of and to vote 
on, or consent to, the Business Transaction, and (b) any Affiliate 
or Associate of any such individual, corporation, partnership, 
group, association, or other person or entity; provided, however, 
and notwithstanding anything in the foregoing to the contrary, the 
term "Related Person" shall not include the Corporation, a wholly 
owned subsidiary of the Corporation, any employee stock ownership 
or other employee benefit plan of the Corporation or any wholly 
owned subsidiary of the Corporation, or any trustee of, or 
fiduciary with respect to, any such plan when acting in such 
capacity.

     3. The term "Beneficial Owner" shall be defined by reference 
to Rule 13d-3 under the Securities Exchange Act of 1934, as 
amended, as in effect on May 13, 1986; provided, however, that any 
individual, corporation, partnership, group, association, or other 
person or entity which has the right to acquire any Voting Stock 
at any time in the future, whether such right is contingent or 
absolute, pursuant to any agreement, arrangement, or understanding 
or upon exercise of conversion rights, warrants or options, or 
otherwise, shall be deemed the Beneficial Owner of such Voting 
Stock.

     4. The term "Highest Common Stock Purchase Price" shall mean 
the highest amount of consideration paid by such Related Person 
for a share of Common Stock of the Corporation (including any 
brokerage commissions, transfer taxes, and soliciting dealers' 
fees) in the transaction which resulted in such Related Person 
becoming a Related Person or within one year prior to the date 
such Related Person became a Related Person, whichever is higher; 
provided, however, that the Highest Common Stock Purchase Price 
shall be appropriately adjusted to reflect the occurrence of any 
reclassification, recapitalization, stock split, reverse stock 
split, or other similar corporate readjustment in the number of 
outstanding shares of Common Stock of the Corporation between the 
last date upon which such Related Person paid the Highest Common 
Stock Purchase Price to the effective date of the merger or 
consolidation or the date of distribution to stockholders of the 
Corporation of the proceeds from the sale of substantially all of 
the assets of the Corporation referred to in subparagraph (2)(a) 
of Section A. of this Article THIRTEENTH.

     5. The term "Substantial Part" shall mean more than five 
percent (5%) of the fair market value of the total assets of the 
entity in question, as reflected on the most recent consolidated 
balance sheet of such entity existing at the time the stockholders 
of the Corporation would be required to approve or authorize the 
Business Transaction involving the assets constituting any such 
Substantial Part.

     6. The term "Voting Stock" shall mean all outstanding shares 
of capital stock of the Corporation entitled to vote generally in 
the election of directors, considered for the purpose of this 
Article THIRTEENTH as one class.

     7. The term "Continuing Director" shall mean a director who 
either was a member of the Board of Directors of the Corporation 
on May 13, 1986, or who became a director of the Corporation 
subsequent to such date and whose election, or nomination for 
election by the Corporation's stockholders, was Duly Approved by 
the Continuing Directors on the Board at the time of such 
nomination or election, either by a specific vote or by approval 
of the proxy statement issued by the Corporation on behalf of the 
Board of Directors in which such person is named as nominee for 
director, without due objection to such nomination; provided, 
however, that in no event shall a director be considered a 
"Continuing Director" if such director is a Related Person and the 
Business Transaction to be voted upon is with such Related Person 
or is one in which such Related Person has an interest (other than 
only a proportionate interest as a stockholder of the 
Corporation).

     8. The term "Duly Approved by the Continuing Directors" shall 
mean an action approved by the vote of at least a majority of the 
Continuing Directors then on the Board, except, if the votes of 
such Continuing Directors in favor of such action would be 
insufficient to constitute an act of the Board of Directors if a 
vote by all of its members were to have been taken, then such term 
shall mean an action approved by the unanimous vote of the 
Continuing Directors then on the Board so long as there are at 
least three Continuing Directors on the Board at the time of such 
unanimous vote.

     9. The term "Affiliate," used to indicate a relationship to a 
specified person, shall mean a person that directly, or 
indirectly through one or more intermediaries, controls, or is 
controlled by, or is under common control with, such specified 
person.

     10. The term "Associate," used to indicate a relationship 
with a specified person, shall mean (a) any corporation, 
partnership, or other organization of which such specified person 
is an officer or partner, (b) any trust or other estate in which 
such specified person has a substantial beneficial interest or as 
to which such specified person serves as trustee or in a similar 
fiduciary capacity, (c) any relative or spouse of such specified 
person, or any relative of such spouse who has the same home as 
such specified person, or who is a director or officer of the 
Corporation or any of its parents or subsidiaries, and (d) any 
person who is a director, officer, or partner of such specified 
person or of any corporation (other than the Corporation or any 
wholly owned subsidiary of the Corporation), partnership or other 
entity which is an Affiliate of such specified person.

     C. For the purpose of this Article THIRTEENTH, so long as 
Continuing Directors constitute at least a majority of the entire 
Board of Directors, the Board of Directors shall have the power to 
make a good faith determination, on the basis of information known 
to them, of: (1) the number of shares of Voting Stock of which any 
person is the Beneficial Owner, (2) whether a person is a Related 
Person or is an Affiliate or Associate of another, (3) whether a 
person has an agreement, arrangement, or understanding with 
another as to the matters referred to in the definition of 
Beneficial Owner herein, (4) whether the assets subject to any 
Business Transaction constitute a Substantial Part, (5) whether 
any Business Transaction is with a Related Person or is one in 
which a Related Person has an interest (other than only a 
proportionate interest as a stockholder of the Corporation), (6) 
whether a Related Person, has, directly or indirectly, received 
any benefits or caused any of the changes or caused the 
Corporation to fail to declare and pay any of the dividends 
referred to in subparagraph (2) (c) of Section A. of this Article 
THIRTEENTH, and (7) such other matters with respect to which a 
determination is required under this Article THIRTEENTH; and such 
determination by the Board of Directors shall be conclusive and 
binding for all purposes of this Article THIRTEENTH.

     D. Nothing contained in this Article THIRTEENTH shall be 
construed to relieve any Related Person of any fiduciary 
obligation imposed by law.

     E. The fact that any Business Transaction complies with the 
provisions of Section A. of this Article THIRTEENTH shall not be 
construed to impose any fiduciary duty, obligation, or 
responsibility on the Board of Directors, or any member thereof, 
to approve such Business Transaction or recommend its adoption or 
approval to the stockholders of the Corporation.

     F. Notwithstanding any other provisions of this Certificate 
of Incorporation or the Bylaws of the Corporation (and 
notwithstanding that a lesser percentage may be specified by law), 
the provisions of this Article THIRTEENTH may not be repealed or 
amended in any respect, unless such action is approved by the 
affirmative vote of the holders of not less than eighty percent 
(80%) of the outstanding shares of the Common Stock.

FOURTEENTH: The liability of the Corporation's Directors to the 
Corporation or its stockholders shall be eliminated to the fullest 
extent permitted by the General Corporation Law of the State of 
Delaware, as the same exists or may be amended from time to time. 
 Any repeal or amendment of this Article FOURTEENTH by the 
stockholders of the Corporation shall not adversely affect any 
right or protection of a director existing at the time of such 
repeal or amendment.

IN WITNESS WHEREOF, said Minnesota Mining and Manufacturing 
Company has caused this certificate to be signed by L.D. DeSimone, 
its Chairman of the Board of Directors, and attested by Roger P. 
Smith, its Secretary, this 13th day of May, 1997.

             MINNESOTA MINING AND
             MANUFACTURING COMPANY


             By /s/ L.D. DeSimone
             Chairman of the Board of Directors

ATTEST:

By /s/ Roger P. Smith
Secretary


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