54

                                                    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, 1998, 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 8th day of February, 1999.


 /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/ Rozanne L. Ridgway
Edward A. Brennan, Director                       Rozanne L. Ridgway, Director


 /s/ Edward R. McCracken                           /s/ Frank Shrontz
Edward R. McCracken, Director                      Frank Shrontz, Director


 /s/ W. George Meredith                            /s/ F. Alan Smith
W. George Meredith, Director                       F. Alan Smith, Director


 /s/ Ronald A. Mitsch                               /s/ Louis W. Sullivan
Ronald A. Mitsch, Director                        Louis W. Sullivan, Director