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 1933, as
amended, and the Trust Indenture Act of 1939, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Acts of bonds,
debentures, and notes in the aggregate amount of $4,000,000,000 of this
Corporation, and the registration and/or qualification of an indenture or
indentures, 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 registration statement and to any
instruments and documents filed as part of or in connection with said
registration statement 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
8th day of November, 1999.

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

/s/ Ronald O. Baukol                      /s/ Rozanne L. Ridgway
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Ronald O. Baukol, Director                Rozanne L. Ridgway, Director

/s/ Edward A. Brennan                     /s/ Frank Shrontz
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Edward A. Brennan, Director               Frank Shrontz, Director

/s/ Edward R. McCracken                   /s/ F. Alan Smith
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Edward R. McCracken, Director             F. Alan Smith, Director

/s/ Allen E. Murray                       /s/ Louis W. Sullivan
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Allen E. Murray, Director                 Louis W. Sullivan, Director

/s/ Aulana L. Peters
- -----------------------------------
Aulana L. Peters, Director