SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	FORM 10-K/A
	Amendment No. 1 to Form 10-K

X 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

	For the fiscal year ended August 29, 1997

	OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	For the Transition period from                 to                

	Commission File No.  0-45

	SHELDAHL, INC.
	(Exact name of registrant as specified in its charter)

Minnesota                                         			41-0758073
__________		                                        	__________	
(State or other jurisdiction of                  	(I.R.S. Employer
incorporation or organization)                  	Identification No.)

	1150 Sheldahl Road
	Northfield, MN 55057	
	(Address of principal executive offices and zip code)     

Registrants telephone number, including area code:  (507) 663-8000
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $.25 
				par value Preferred Stock 	Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  YES:  X      NO: 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrants knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.

The aggregate market value of shares held by non-affiliates was approximately 
$172,000,000 on November 6, 1997, when the last sales price of the Registrants 
Common Stock, as reported in the Nasdaq National Market System, was $19.00.

As of November 6, 1997, the Company had outstanding 9,045,480 shares of Common 
Stock, $.25 par value.


	DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Companys definitive proxy statement for its annual 
meeting to be held January 8, 1997, are incorporated by reference 
in Part III of this Form 10-K.
_____________________________________________________

Page F-2 of the Documents and Financial Statements listed in Item 
14(a) is amended so that the date reads October 10, 1997.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

Dated:  November 10, 1997		SHELDAHL, INC.

By: /s/James E. Donaghy
James E. Donaghy
Chief Executive Officer

By: /s/Edward L. Lundstrom
Edward L. Lundstrom
President

Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the Registrant on November 5, 1996 and in the 
capacities indicated.

(Power of Attorney)

Each person whose signature appears below constitutes and 
appoints James E. Donaghy and John V. McManus as such persons true 
and lawful attorneys-in-fact and agents, each acting alone, with 
full power of substitution and resubmission, for such person and 
in such persons name, place and stead, in any and all capacities, 
to sign any of all amendments to this Annual Report on Form 10-K 
and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and 
Exchange Commission, granting unto said attorneys-in-fact and 
agents, each acting alone, full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done in and about the premises, as fully to all intents and 
purposes as such person might or could do in person, hereby 
ratifying and confirming all said attorneys-in-fact an agents, 
each acting alone, or such persons substitute or substitutes may 
lawfully do or cause to be done by 
virtue thereof.

By *						                       Chairman of the Board and
 James S. Womack				             Director
       
By /s/ James E. Donaghy		       	Chief Executive Officer and
 James E. Donaghy				            Director (principal executive	officer)

By /s/ Edward L. Lundstrom		     President
 Edward L. Lundstrom             

By /s/ John V. McManus			        Vice President - Finance
 John V. McManus				             (principal financial and 	
                           						accounting officer)

By *					                       	Director
 John G. Kassakian

By *					                       	Director
 Gerald E. Magnuson

By *					                       	Director
 William B. Miller

By *						                       Director
 Kenneth J. Roering

By *						                       Director
 Richard S. Wilcox

By *					                       	Director
 Beekman Winthrop

By /s/ John V. McManus 
 John V. McManus
 Attorney-in-fact


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of Sheldahl, Inc.:

We have audited the accompanying consolidated balance sheets 
of Sheldahl, Inc. (a Minnesota corporation) and Subsidiary as of 
August 29, 1997, and August 30, 1996, and the related consolidated 
statements of operations, changes in shareholders investment and 
cash flows for each of the three fiscal years in the period ended 
August 29, 1997.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is 
to express an opinion on these financial statements based on our 
audit.

We conducted our audit in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the 
amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and 
significant  estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position 
of Sheldahl, Inc. and Subsidiary as of August 29, 1997, and August 
30, 1996, and the results of their operations and their cash flows 
for each of the three fiscal years in the period ended August 29, 
1997, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on 
the basic consolidated financial statements taken as a whole.  The 
schedule listed in the index to consolidated financial statements 
is presented for purposes of complying with the Securities and 
Exchange Commissions rules and is not part of the basic financial 
statements.  This schedule has been subjected to the auditing 
procedures applied in the audit of the basic financial statements 
and, in our opinion, fairly states in all material respects the 
financial data required to be set forth therein in relation to the 
basic financial statements taken as a whole.
                                                                  
                
ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
October 10, 1997