EXHIBIT 24
                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and the Principal
Financial and Accounting Officer of MINNESOTA MINING AND MANUFACTURING  COMPANY,
a  Delaware corporation, hereby constitute and appoint Livio D. DeSimone, Giulio
Agostini, John J. Ursu, Roger P. Smith, Janet L. Yeomans and Gregg M. Larson  or
any  of  them, their true and lawful attorneys-in-fact and agents, and  each  of
them  with  full  power to act without the others, for them and in  their  name,
place,  and stead, in any and all capacities, to do any and all acts and  things
and  execute  any and all instruments which said attorneys and agents  may  deem
necessary  or desirable to enable MINNESOTA MINING AND MANUFACTURING COMPANY  to
comply  with  the Securities Exchange Act of 1934, as amended,  and  any  rules,
regulations,  and  requirements of the Securities  and  Exchange  Commission  in
respect  thereof,  in  connection with the filing with said  Commission  of  its
annual  report  on  Form  10-K  for the fiscal year  ended  December  31,  1997,
including  specifically, but without limiting the generality of  the  foregoing,
power  and  authority  to  sign the name of MINNESOTA MINING  AND  MANUFACTURING
COMPANY, and the names of the undersigned directors and Principal Financial  and
Accounting  Officer to the Form 10-K and to any instruments and documents  filed
as  part of or in connection with said Form 10-K or amendments thereto; and  the
undersigned  hereby ratify and confirm all that said attorneys and agents  shall
do or cause to be done by virtue hereof.

IN  WITNESS WHEREOF, the undersigned have subscribed these presents this 9th day
of February, 1998.


 /s/ Livio D. DeSimone                            /s/ Giulio Agostini
     Livio D. DeSimone                                Giulio Agostini
 Chairman of the Board and                          Senior Vice President
 Chief Executive Officer,                         Principal Financial Officer
         Director                                 Principal Accounting Officer


 /s/ Ronald O. Baukol                              /s/ Allen E. Murray
Ronald O. Baukol, Director                        Allen E. Murray, Director


 /s/ Edward A. Brennan                             /s/ Aulana L. Peters
Edward A. Brennan, Director                       Aulana L. Peters, Director


 /s/ Edward R. McCracken                           /s/ Rozanne L. Ridgway
Edward R. McCracken, Director                     Rozanne L. Ridgway, Director


 /s/ W. George Meredith                            /s/ Frank Shrontz
W. George Meredith, Director                      Frank Shrontz, Director


 /s/ Ronald A. Mitsch                              /s/ F. Alan Smith
Ronald A. Mitsch, Director                        F. Alan Smith, Director


                                                   /s/ Louis W. Sullivan
                                                  Louis W. Sullivan, Director