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 any rules,
regulations, and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration under said Act
of not to exceed 35,000,000 shares of common stock of this Corporation
which may be offered for sale under the 1997 Management Stock Ownership
Program 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
10th day of February, 1997.
SIGNATURE TITLE
/s/ LIVIO D. DESIMONE Chairman Of The Board;
Livio D. DeSimone Chief Executive Officer,
Director
/s/ GIULIO AGOSTINI Senior Vice President,
Giulio Agostini Finance
/s/ RONALD O. BAUKOL Director
Ronald O. Baukol
/s/ EDWARD A. BRENNAN Director
Edward A. Brennan
/s/ ALLEN F. JACOBSON Director
Allen F. Jacobson
/s/ W. GEORGE MEREDITH Director
W. George Meredith
/s/ RONALD A. MITSCH Director
Ronald A. Mitsch
/s/ ALLEN E. MURRAY Director
Allen E. Murray
/s/ AULANA L. PETERS Director
Aulana L. Peters
/s/ ROZANNE L. RIDGWAY Director
Rozanne L. Ridgway
/s/ FRANK SHRONTZ Director
Frank Shrontz
/s/ F. ALAN SMITH Director
F. Alan Smith
/s/ LOUIS W. SULLIVAN Director
Louis W. Sullivan
