8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported): March 9, 1999 (February 26, 
1999)


                   Sheldahl, Inc.
   (Exact name of Registrant as specified in its charter)


           Minnesota			              0-45	     		    41-0758073     
(State or other jurisdiction   		(Commission	   		(I.R.S. Employer
      of incorporation)	       		File Number)	   	Identification No.)


       1150 Sheldahl Road
       Northfield, Minnesota						             55057
 (Address of principal executive offices)				(Zip Code)


Registrant's telephone number, including area code: (507) 663-8000




Item 5.  Other Events

General
_______________

	On February 17, 1999, the Board of Directors of Sheldahl, Inc., a 
Minnesota corporation (the "Company"), ratified and approved a private 
placement of its newly created Series E Convertible Preferred Stock, $1.00 par 
value per share, and Warrants (the "Warrants") to purchase shares of the 
Company's Common Stock, $.25 par value per share (the "Preferred Stock"), to a 
group of accredited investors (the "Investors").  The Board also authorized 
granting the Investors certain registration rights with regard to the shares of 
Common Stock underlying the Preferred Stock and the Warrants.  The closing of 
the private placement of $7,210,000 occurred on February 26, 1999, with an 
additional $1,350,000 funded on March 8, 1999.

Preferred Stock
_______________

	The Company sold an aggregate of 8,560 shares of the Preferred Stock to 
the Investors for an aggregate purchase price of $8,560,000, pursuant to the 
Convertible Preferred Stock Purchase Agreement among the Company and the 
Investors (the "Agreement").

	The Preferred Stock is entitled to 5% dividends, payable annually, in 
shares of Common Stock or cash, at the option of the Company.  The Preferred 
Stock is convertible into shares of the Company's Common Stock at any time.  
Each holder of Preferred Stock is entitled to convert each share of Preferred 
Stock into that number of shares of Common Stock that equals $1,000 plus 
accrued dividends divided by the Conversion Price.  The Conversion Price is 
$6.25 per share.  The Conversion Price is subject to adjustment for certain 
dilution and market price events.  

	The Company may require holders of Preferred Stock to convert to Common 
Stock provided that the Company's Common Stock trades at certain pre-set price 
levels.   

	The Agreement between the Company and the Investors, and the Certificate 
of Designation for the Preferred Stock, are incorporated herein by reference 
as Exhibits 4.1 and 4.2 hereto.  The foregoing description of the Agreement 
and the Preferred Stock does not purport to be complete and is qualified in 
its entirety by reference to such exhibits.  

Warrant
_______________

	In connection with the issuance of the Preferred Stock, the Company also 
granted to each Investor a Warrant to purchase shares of the Company's Common 
Stock.  The aggregate amount of shares of Common Stock the Company is obligated 
to issue under the Warrants is 85,600 at an exercise price of $7.8125 per 
share.  The Warrants are exercisable for a period of five years.  The form 
of Warrant issued by the Company to the Investors is incorporated herein by 
reference as Exhibit 4.3 hereto.  

Registration Rights
_______________

	The Company granted the Investors certain registration rights.  The 
registration rights cover all shares of Common Stock issuable to the Investors 
(i) upon conversion of shares of the Preferred Stock, (ii) as accrued dividends 
on the Preferred Stock, and (iii) upon exercise of the Warrants.  The 
Company is obligated to file a shelf Registration Statement within twenty-
five (25) days of February 26, 1999 on Form S-3. 

	The Registration Rights Agreement between the Company and the Investors 
specifying the terms of the registration rights is incorporated herein by 
reference as Exhibit 4.4 hereto.  The foregoing description of the Registration 
Rights does not purport to be complete and is qualified in its entirety by 
reference to such Exhibit.   

Bank Covenant Released
_______________

	As previously reported, under the Company's Credit and Security Agreement, 
the Company was required to raise additional equity capital of $5 million by 
February 26, 1999 and another $5 million of equity capital by August 30, 1999.  
The Company's lenders have agreed that, with the receipt and verification of 
net proceeds in the amount of $8,000,000 from the Series E Preferred Stock, 
the Company will have satisfied these requirements.  

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.

	Exhibit 4.1	Convertible Preferred Stock Purchase Agreement among the 
             Company, and the Investors (Series E)
	Exhibit 4.2	Certificate of Designation, Preferences and Rights of Series E 
             Convertible Preferred Stock
	Exhibit 4.3	Form of Warrant
	Exhibit 4.4	Registration Rights Agreement
	Exhibit 4.5	Letter re: Credit and Security Agreement  
	Exhibit 4.6	Press Release
	Exhibit 4.7	Press Release



SIGNATURE

	Pursuant to the requirements 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.

						Sheldahl, Inc.


						By    /s/ John V. McManus                                             
						     John V. McManus, Vice President-Finance

Dated: March 9, 1999

EX-4

CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


	This Convertible Preferred Stock Purchase Agreement (the "Agreement"), 
dated as of February 8, 1999, among Sheldahl, Inc., a Minnesota corporation 
(the "Company"), and the individuals and entities listed on Exhibit A hereto 
(sometimes referred to herein as a "Purchaser" and collectively as the 
"Purchasers").  

	WHEREAS, subject to the terms and conditions set forth in this 
Agreement, the Company desires to issue and sell to the Purchasers and the 
Purchasers desire to acquire shares of the Company's Series E Convertible 
Preferred Stock, par value $1.00 per share (the "Series E Preferred").  

	NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in 
this Agreement, the Company and the Purchasers agree as follows:


PURCHASE AND SALE OF PREFERRED SHARES

	1.1	Purchase and Sale. 

	(a)	Subject to the terms and conditions set forth herein, at the 
Closing (as defined below), the Company shall issue and sell to the 
Purchasers and the Purchasers, severally and not jointly, shall purchase up 
to 10,000 shares of Series E Preferred (the "Shares").  

	(b)	The Shares shall have the respective rights, preferences and 
privileges set forth in the Certificate of Designation attached hereto as 
Exhibit B (the "Certificate of Designation"), which shall be filed on or 
prior to the Closing Date (as defined below) by the Company with the 
Secretary of State of Minnesota.  The Shares, the Warrants (as defined in 
Section 3.2) and the Underlying Shares (as defined in Section 2.1 (d)) are 
sometimes collectively referred to herein as the "Securities."

	1.2	Purchase Price.  The purchase price per Share shall be $1,000.

	1.3	The Closing.

	(a)	The Closing of the purchase and sale of the Shares (the 
"Closing") shall take place at the offices of Lindquist & Vennum P.L.L.P., 
4200 IDS Center, 80 South 8th Street, Minneapolis, Minnesota on February 26, 
1999.  The date of the Closing is hereinafter referred to as the "Closing 
Date."

	(b)	At the Closing, the Company shall deliver (A) to each Purchaser, 
a stock certificate registered in the name of such Purchaser for such number 
of Shares set forth opposite such Purchaser's name on Exhibit A; (B) to each 
Purchaser, a Warrant to purchase that number of shares of Common Stock of the 
Company set forth opposite such Purchaser's name on Exhibit A; and (C) all 
other documents, instruments and writings required to have been delivered at 
or prior to the Closing by the Company to Purchasers pursuant to this 
Agreement.  At the Closing, each Purchaser shall deliver to the Company the 
purchase price set forth opposite such Purchaser's name on Exhibit A by wire 
transfer of same day funds.


REPRESENTATIONS AND WARRANTIES

	2.1	Representations, Warranties and Agreements of the Company.  The 
Company hereby makes the following representations and warranties to the 
Purchasers:

	(a)	Organization.  The Company is a corporation duly incorporated, 
validly existing and in good standing under the laws of the State of 
Minnesota, with the requisite corporate power and authority to own and use 
its properties and assets and to carry on its business as currently 
conducted. 

	(b)	Authorization; Enforcement.  The Company has the requisite 
corporate power and authority to enter into and to consummate the 
transactions contemplated by this Agreement, the Certificate of Designation, 
the Registration Rights Agreement (defined in Section 4.1(h)) and the 
Warrants (the "Transaction Documents") and otherwise to carry out its 
obligations hereunder and thereunder.  The execution and delivery of each 
Transaction Document by the Company and the consummation by it of the 
transactions contemplated thereby have been duly authorized by all necessary 
action on the part of the Company.  Each Transaction Document has been duly 
executed by the Company and, when delivered or filed in accordance with the 
terms hereof, will constitute the valid and binding obligation of the Company 
enforceable against the Company in accordance with its terms, except as such 
enforceability may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium, liquidation or similar laws relating to, or 
affecting generally the enforcement of, creditors' rights and remedies or by 
other equitable principles of general application. 

	(c)	Capitalization.  The authorized, issued and outstanding capital 
stock of the Company is set forth in Schedule 2.1(c).  Except as specifically 
disclosed in Schedule 2.1(c), no shares of Common Stock of the Company are 
entitled to preemptive or similar rights, nor is any holder of the Common 
Stock of the Company entitled to preemptive or similar rights.  Except as 
disclosed in Schedule 2.1(c), there are no outstanding options, warrants or 
commitments of any character whatsoever relating to, or, except as a result 
of the purchase and sale of the Shares and Warrants hereunder, securities, 
rights or obligations convertible into or exchangeable for, or giving any 
person any right to subscribe for or acquire any shares of Common Stock of 
the Company, or contracts, commitments, understandings, or arrangements by 
which the Company is bound to issue additional shares of the Company's Common 
Stock, or securities or rights convertible or exchangeable into shares of the 
Company's Common Stock. 

	(d)	Issuance of Shares and Warrants.  The Shares and the Warrants are 
duly authorized and, when issued in accordance with the terms hereof, the 
Certificate of Designation or the Warrants, as the case may be, shall be 
validly issued, fully paid and non-assessable.  As of the Closing Date, the 
Company will have and, at all times while any Shares or any Warrants are 
outstanding, will maintain, an adequate reserve of duly authorized shares of 
its Common Stock to enable it to perform its obligations under this 
Agreement, the Warrants and the Certificate of Designation with respect to 
the number of Shares and Warrants issued and outstanding at such Closing 
Date.  The shares of Common Stock issuable upon conversion of the Shares and 
exercise of the Warrants and which may be issued as payment of dividends on 
the Shares are collectively referred to herein as the "Underlying Shares."  
When issued in accordance with the terms hereof, the Certificate of 
Designation or the Warrants, as the case may be, the Underlying Shares will 
be duly authorized, validly issued, fully paid (except that Underlying Shares 
issued upon exercise of Warrants shall be fully paid upon delivery of the 
applicable exercise price therefor) and non-assessable, free and clear of all 
liens, claims, encumbrances or defects of any kind (collectively, "Liens"), 
except as set forth in any required legends thereon.

	(e)	No Conflicts.  The execution, delivery and performance of the 
Transaction Documents by the Company and the consummation by the Company of 
the transactions contemplated thereby do not and will not (i) conflict with 
or violate any provision of its Articles of Incorporation or Bylaws; or (ii) 
subject to obtaining the consents referred to in Section 2.1(f), conflict 
with, or constitute a default (or an event which with notice or lapse of time 
or both would become a default) under, or give to others any rights of 
termination, amendment, acceleration or cancellation of, any agreement, 
indenture or instrument to which the Company is a party; or (iii) result in a 
violation of any law, rule, regulation, order, judgment, injunction, decree 
or other restriction of any court or governmental authority to which the 
Company is subject (other than (x) a violation of the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), as a result 
of a failure of the representations and warranties of the Purchasers set 
forth in Section 2.2 to be accurate; or (y) a violation of any federal and 
state securities laws requiring filings with such authorities and the 
delivery of certain information pursuant to Rule 502(b)(1) promulgated under 
the Securities Act of 1933, as amended (the "Securities Act"), and 
applicable state securities laws, to the Purchasers who are deemed not to be 
accredited investors as a result of a failure of the representations and 
warranties of the Purchasers set forth in Section 2.2 to be accurate), or by 
which any property or asset of the Company is bound or affected, except in 
the case of each of clauses (ii) and (iii), such conflicts, defaults, 
terminations, amendments, accelerations, cancellations and violations as 
could not reasonably be expected to, individually or in the aggregate, have 
or result in a material adverse effect on the results of operations, assets 
or financial condition of the Company and its subsidiaries, taken as a whole 
(a "Material Adverse Effect").  

	(f)	Consents and Approvals.  Except as specifically set forth in 
Schedule 2.1(f), and assuming that the representations and warranties of the 
Purchasers contained in Section 2.2 are true and correct in all respects, the 
Company is not required to obtain any consent, waiver, authorization or order 
of, or make any filing or registration with, any court or other federal, 
state, local or other governmental authority or other person in connection 
with the execution, delivery and performance by the Company of the 
Transaction Documents, except for (i) the filings of the Certificate of 
Designation with respect to the Shares with the Secretary of State of 
Minnesota;  (ii) the filing of the Underlying Securities Registration 
Statement(s) (as defined in the Registration Rights Agreement) with the 
Securities and Exchange Commission (the "Commission"); (iii) the 
application(s) or any letter(s) acceptable to and approved by the National 
Association of Securities Dealers, Inc. ("NASD") for the designation of the 
Underlying Shares for trading on the Nasdaq National Market (and with any 
other national securities exchange or market on which the Common Stock is 
then listed); (iv) any filings, notices or registrations under applicable 
federal or state securities laws and any filing that may be required under 
the HSR Act as a result of a failure of the representations and warranties of 
the Purchasers set forth in Section 2.2 to be accurate; and (v) other than, 
in all other cases, where the failure to obtain such consent, waiver, 
authorization or order, or to give or make such notice or filing, would not 
materially impair or delay the ability of the Company to effect the Closing 
and to deliver to the Purchasers the Shares (and, upon conversion of the 
Shares and exercise of Warrants, the Underlying Shares) in the manner 
contemplated hereby and by the Registration Rights Agreement (together with 
the consents, waivers, authorizations, orders, notices and filings referred 
to in Schedule 2.1(f), the "Required Approvals").  

	(g)	Litigation; Proceedings.  There is no action, suit, notice of 
violation, proceeding or investigation pending or, to the knowledge of the 
Company, threatened against or affecting the Company or any of its properties 
before or by any court, governmental or administrative agency or regulatory 
authority (federal, state, county, local or foreign) which could reasonably 
be expected to, individually or in the aggregate, have a Material Adverse 
Effect.

	(h)	No Default or Violation.  Neither the Company nor any subsidiary 
(i) is in default under or in violation of any indenture, loan or credit 
agreement or any other agreement or instrument to which it is a party or by 
which it or any of its properties is bound; or (ii) is in violation of any 
order of any court, arbitrator or governmental body, except as could not 
reasonably be expected to, in any such case (individually or in the 
aggregate) have or result in a Material Adverse Effect.  

	(i)	SEC Documents.  The Company has filed all reports required to be 
filed by it under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), including, pursuant to Section 13(a) or 15(d) thereof, for 
the three years preceding the date hereof (the foregoing materials being 
collectively referred to herein as the "SEC Documents"), on a timely basis, 
or has received a valid extension of such time of filing and has filed any 
such SEC Documents prior to the expiration of any such extension.  As of 
their respective dates, the SEC Documents complied in all material respects 
with the requirements of the Securities Act and the Exchange Act and the 
rules and regulations of the Commission promulgated thereunder.  The 
financial statements of the Company included in the SEC Documents comply in 
all material respects with applicable accounting requirements and the 
published rules and regulations of the Commission with respect thereto.  Such 
financial statements have been prepared in accordance with generally accepted 
accounting principles applied on a consistent basis during the periods 
involved, except as may be otherwise indicated in such financial statements 
or the notes thereto, and fairly present in all material respects the 
financial position of the Company as of and for the dates thereof and the 
results of operations and cash flows for the periods then ended, subject, in 
the case of unaudited statements, to normal year-end audit adjustments.  
Since the date of the financial statements included in the Company's last 
filed Quarterly Report on Form 10-Q for the quarter ended November 30, 1998, 
there has been no event, occurrence or development that has had a Material 
Adverse Effect which has not been specifically disclosed to the Purchasers by 
the Company.  

	2.2	Representations and Warranties of the Purchasers.  Each 
Purchaser, severally and not jointly, hereby represents and warrants to the 
Company as follows:  

	(a)	Organization; Authority.  Such Purchaser is a corporation duly 
incorporated or a limited partnership duly formed, validly existing and in 
good standing under the laws of the jurisdiction of its incorporation or 
formation or an individual, in each case, with the requisite power and 
authority to enter into and to consummate the transactions contemplated by 
the Transaction Documents to which it is a party and otherwise to carry out 
its obligations hereunder and thereunder.  The purchase by such Purchaser of 
Securities hereunder has been duly authorized by all necessary action on the 
part of such Purchaser.  Each of this Agreement and the Registration Rights 
Agreement has been duly executed and delivered by such Purchaser and 
constitutes the valid and legally binding obligation of such Purchaser, 
enforceable against such Purchaser in accordance with its terms, subject to 
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 
similar laws of general applicability relating to or affecting creditors' 
rights generally and to general principles of equity.  

	(b)	Investment Intent.  Such Purchaser is acquiring the Securities 
for its own account for investment purposes only and not with a view to or 
for distributing or reselling such Securities or any part thereof or interest 
therein, without prejudice, however, to such Purchaser's right, subject to 
the provisions of this Agreement and the Registration Rights Agreement, at 
all times to sell or otherwise dispose of all or any part of such Securities 
pursuant to an effective registration statement under the Securities Act and 
in compliance with applicable state securities laws or under an exemption 
from such registration.  

	(c)	Purchaser Status.  At the time such Purchaser was offered the 
Shares and the Warrants, it was and, at the date hereof, it is, and at the 
Closing Date it will be, an "accredited investor" as defined in Rule 
501(a)(1), (2), (3) or (4) under the Securities Act. 
 
	(d)	Experience of Purchaser.  Such Purchaser, either alone or 
together with its representatives, has such knowledge, sophistication and 
experience in business and financial matters so as to be capable of 
evaluating the merits and risks of the prospective investment in the 
Securities, and has so evaluated the merits and risks of such investment to 
its satisfaction.  

	(e)	Ability of Purchaser to Bear Risk of Investment.  On the Closing 
Date, such Purchaser is able to bear the economic risk of an investment in 
the Securities and is able to afford a complete loss of such investment.  

	(f)	Access to Information.  Each Purchaser acknowledges that it has 
been afforded (i) the opportunity to ask such questions as it has deemed 
necessary of, and to receive answers from, representatives of the Company 
concerning the terms and conditions of the offering of the Securities, and 
the merits and risks of investing in the Securities; (ii) access to 
information about the Company and the Company's financial condition, results 
of operations, business, properties, management and prospects sufficient to 
enable it to evaluate its investment; and (iii) the opportunity to obtain 
such additional information which the Company possesses or can acquire 
without unreasonable effort or expense that is necessary to make an informed 
investment decision with respect to its investment.  

	(g)	Reliance.  Each Purchaser understands and acknowledges that (i) 
the Securities are being offered and sold to the Purchaser without 
registration under the Securities Act in a private placement that is exempt 
from the registration provisions of the Securities Act under Section 4(2) of 
the Securities Act or Regulation D promulgated thereunder; and (ii) the 
availability of such exemption depends in part on, and the Company will rely 
upon the accuracy and truthfulness of, the foregoing representations and such 
Purchaser hereby consents to such reliance.  

	(h)	No Affiliation.  No Purchaser is an Affiliate or Associate (as 
such terms are defined in Rule 12b-2 under the Exchange Act) of any other 
Purchaser or is acting in concert with any other Purchaser.  No Purchaser 
beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange 
Act) any Securities of any other Purchaser.  

	(i)	No Conflicts.  The execution, delivery and performance of the 
Transaction Documents by such Purchaser and the consummation by such 
Purchaser of the transactions contemplated thereby do not and will not (i) 
conflict with or violate any provision of its certificate or articles of 
incorporation, bylaws, partnership agreement or other governing instrument, 
as applicable (each as amended through the date hereof), or result in a 
violation of any law, rule, regulation, order, judgment, injunction, decree 
or other restriction of any court or governmental authority to which such 
Purchaser is subject (including foreign, federal and state securities laws 
and regulations). 

	(j)	Consents and Approvals. Except for Schedule 13D and Form 4 
filings by Molex Incorporated, such Purchaser is not required to obtain any 
consent, waiver, authorization or order of, or make any filing or 
registration with, any court or other foreign, federal, state, local or other 
governmental authority or other person in connection with the execution, 
delivery and performance by such Purchaser of the Transaction Documents.  

	(k)	Litigation; Proceedings.  There is no action, suit, notice of 
violation, proceeding or investigation pending, or to the knowledge of such 
Purchaser, threatened against or affecting such Purchaser before or by any 
court, governmental or administrative agency or regulatory authority 
(federal, state, county, local or foreign) which would adversely affect the 
legality, validity or enforceability of any of the Transaction Documents in 
any respect or adversely impair such Purchaser's ability to perform fully on 
a timely basis its obligations under the Transaction Documents.  

	(l)	Beneficial Ownership of Sheldahl Stock.  At and after the 
Closing, no Purchaser shall be a Beneficial Owner of fifteen percent (15%) or 
more of outstanding shares of the Company's Common Stock.  For purposes of 
this Section 2.2(l), "Beneficial Owner" shall have the meaning set forth in 
Section 1(d) of the Rights Agreement dated June 16, 1996, as amended 
effective July 25, 1998, by and between the Company and Norwest Bank 
Minnesota, N.A., as the same may be amended or modified from time to time 
(the "Rights Agreement").  Each Purchaser has been provided, upon its 
request, with a copy of such definition and has had an opportunity to review 
it with such Purchaser's legal counsel.   Each Purchaser acknowledges that 
the transactions contemplated by the Transaction Documents shall not be 
deemed to have received any required approval under the terms of such Rights 
Agreement.  Notwithstanding the foregoing, for purposes of Molex 
Incorporated, such references above to fifteen percent (15%) shall be deemed 
to refer to twenty-two percent (22%).  

	(m)	Residency.  Each Purchaser is a resident of the state set forth 
opposite its name on Exhibit A attached hereto.


OTHER AGREEMENTS OF THE PARTIES

	3.1	Transfer Restrictions. 

	(a)	If any Purchaser should decide to dispose of any of the Securities 
held by it, such Purchaser understands and agrees that it may do so only 
pursuant to an effective registration statement under the Securities Act, 
to the Company or pursuant to an available exemption from the registration 
requirements of the Securities Act.  In connection with any transfer of
any Securities other than pursuant to an effective registration statement 
or to the Company or to an Affiliate of such Purchaser or pursuant to Rule 
144 under the Securities Act ("Rule 144"), the Company may require the 
transferor thereof to provide to the Company a written opinion of counsel 
experienced in the area of United States securities laws selected by the 
transferor, the form and substance of which opinion shall be reasonably 
satisfactory to the Company, to the effect that such transfer does not 
require registration of such transferred securities under the Securities Act.

	(b)	Each Purchaser agrees to the imprinting, so long as is required 
by this Section 3.1(b), of the following legend on the Securities:  

[NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE 
SECURITIES ARE [CONVERTIBLE] [EXERCISABLE]] [THE SECURITIES REPRESENTED 
HEREBY] HAVE [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE 
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON 
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR 
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A 
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

[FOR SHARES ONLY] SHELDAHL, INC.  WILL FURNISH WITHOUT CHARGE TO EACH 
SHAREHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, 
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL 
RIGHTS OF THE CLASS OF STOCK OR SERIES THEREOF TO WHICH THE SHARES 
REPRESENTED BY THIS CERTIFICATE ARE A PART AND THE QUALIFICATIONS, 
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  

	The Underlying Shares issuable upon conversion of Shares and exercise 
of the Warrants, as the case may be, shall not contain the legend set forth 
above (or any other legend other than those that identify the existence of 
the Rights Agreement) if the conversion of such Shares or exercise of the 
Warrants, as the case may be, occurs at any time while the Underlying 
Securities Registration Statement is effective under the Securities Act or in 
the event there is not an effective Underlying Securities Registration 
Statement at such time, if the Underlying Shares have been sold pursuant to 
Rule 144, or if in the written opinion of counsel to the Company experienced 
in the area of United States securities laws such legend is not required 
under applicable requirements of the Securities Act (including judicial 
interpretation and pronouncements issued by the staff of the Commission).  
The Company makes no representation, warranty or agreement as to the 
availability of any exemption from registration under the Securities Act with 
respect to any resale of any Securities. 

	3.2	The Warrants.  At the Closing, the Company shall issue and 
deliver Common Stock purchase warrants (the "Warrants") entitling the 
Purchasers to purchase, on the terms and conditions set forth in Exhibit C 
hereto, an aggregate of 10 shares of Common Stock for each share of Series E 
Preferred Stock at a price per share equal to 125% of the Conversion Price 
(as defined in the Certificate of Designation attached hereto as Exhibit B) 
(the "Warrant Exercise Price").  Each Purchaser shall receive that number of 
Warrants as is set forth opposite the Purchaser's name on Exhibit A.  

	3.3	Use Of Proceeds.  The Company shall use the Net Proceeds from the 
placement of the Shares and Warrants to enhance the Company's capital 
structure, provide capital liquidity and repay debt.

ARTICLE IV
CONDITIONS

	4.1	 Conditions Precedent to the Obligation of the Purchasers to 
Purchase the Series E Shares.  The obligation of each Purchaser hereunder to 
acquire and pay for the Shares and the Warrants is subject to the 
satisfaction or waiver by such Purchaser, at or before the Closing, of each 
of the following conditions:

	(a)	Accuracy of the Company's Representations and Warranties.  The 
representations and warranties of the Company contained herein shall be true 
and correct in all material respects as of the date when made and as of the 
Closing Date, as though made on and as of such date;  

	(b)	Performance by the Company.  The Company shall have performed, 
satisfied and complied in all material respects with all covenants, 
agreements and conditions required by the Transaction Documents to be 
performed, satisfied or complied with by the Company at or prior to the 
Closing Date;  

	(c)	No Injunction.  No statute, rule, regulation, executive order, 
decree, ruling or injunction shall have been enacted, entered, promulgated or 
endorsed by any court or governmental authority of competent jurisdiction 
which prohibits the consummation of any of the transactions contemplated by 
this Agreement;

	(d)	No Suspensions of Trading in Common Stock.  The trading in the 
Common Stock shall not have been suspended by the Commission or on the Nasdaq 
National Market (except for any suspension of trading of limited duration 
solely to permit dissemination of material information regarding the Company 
or any suspension of trading of securities generally); 

	(e)	Legal Opinion.  The Company shall have delivered to such 
Purchaser an opinion of outside legal counsel to the Company as to the 
matters attached hereto as Exhibit D and dated the Closing Date;  

	(f)	Required Approvals. All Required Approvals shall have been 
obtained;  

	(g)	Delivery of Stock Certificates and Warrants.  The Company shall 
have delivered to such Purchaser or such Purchaser's designee the stock 
certificate(s) representing the Shares being purchased at the Closing and the 
Warrants to be received by each Purchaser, registered in the name of such 
Purchaser, each in form satisfactory to such Purchaser; 

	(h)	Registration Rights Agreement.  The Company and the Purchasers 
shall have entered into the Registration Rights Agreement in the form of 
Exhibit E.    

	4.2	Conditions Precedent to the Company's Obligations.  The 
obligations of the Company hereunder are subject to the following conditions:  

	(a)	Accuracy of the Representations and Warranties of Purchasers.  
The representations and warranties of the Purchasers contained herein shall 
be true and correct in all material respects as of the date when made and as 
of the Closing Date, as though made on and as of such date;  

	(b)	Performance by the Purchasers.  The Purchasers shall have 
performed, satisfied and complied in all material respects with all 
covenants, agreements and conditions required by the Transaction Documents to 
be performed, satisfied or complied with by the Purchasers at or prior to the 
Closing Date;  

	(c)	No Injunction.  No statute, rule, regulation, executive order, 
decree, ruling or injunction shall have been enacted, entered, promulgated or 
endorsed by any court or governmental authority of competent jurisdiction 
which prohibits the consummation of any of the transactions contemplated by 
this Agreement;

	(d)	Required Approvals. All Required Approvals shall have been 
obtained;

	(e)	Payment of Purchase Price.   Each Purchaser shall have paid the 
purchase price set forth opposite the Purchaser's name on Exhibit A.  


MISCELLANEOUS

	5.1	Fees and Expenses.  Each party shall pay the fees and expenses of 
its advisers, counsel, accountants and other experts, if any, and all other 
expenses incurred by such party incident to the negotiation, preparation, 
execution, delivery and performance of this Agreement, except as set forth in 
the Registration Rights Agreement.  Each Purchaser shall be responsible for 
such Purchaser's own tax liability that may arise as a result of the 
investment hereunder or the transactions contemplated by this Agreement.  

	5.2	Entire Agreement: Amendments.  This Agreement, together with the 
Exhibits and Schedules hereto, the Registration Rights Agreement, the 
Certificate of Designation (when filed) and the Warrants referenced in 
Section 3.2, contains the entire understanding of the parties with respect to 
the subject matter hereof and supersedes all prior agreements and 
understandings, oral or written, with respect to such matters.  

	5.3	Notices.  Any notice or other communication required or permitted 
to be given hereunder shall be in writing and shall be deemed to have been 
received (a) upon hand delivery (receipt acknowledged) or delivery by telex 
(with correct answer back received), telecopy or facsimile (with transmission 
confirmation report) at the address or number designated below (if delivered 
on a business day during normal business hours where such notice is to be 
received), or the first business day following such delivery (if delivered on 
a business day after during normal business hours where such notice is to be 
received); or (b) on the business day following the date of mailing by 
express courier service, fully prepaid, addressed to such address, or upon 
actual receipt of such mailing, whichever shall first occur.  The addresses 
for such communications shall be:

	If to the Company:	Sheldahl, Inc.
                				1150 Sheldahl Road
                				Northfield, MN 55057-9444
                				Attn:	John V. McManus
                				Fax:	(507) 663-8326 or
                    					(507) 663-8435

	With copies to:	   Lindquist & Vennum P.L.L.P.
                				4200 IDS Center
				                80 South Eighth Street
                				Minneapolis MN 55402
                				Attn:	Charles P. Moorse, Esq.
                				Fax:	(612) 371-3207


	If to a Purchaser:	To the address set forth on Exhibit A

or such other address as may be designated in writing hereafter, in the same 
manner, by such person.

	5.4	Amendment; Waivers.  No provision of this Agreement may be waived 
or amended except in a written instrument signed, in the case of an 
amendment, by both the Company and each Purchaser; or, in the case of a 
waiver, by the party against whom enforcement of any such waiver is sought.  
No waiver of any default with respect to any provision, condition or 
requirement of this Agreement shall be deemed to be a continuing waiver in 
the future or a waiver of any other provision, condition or requirement 
hereof, nor shall any delay or omission of either party to exercise any right 
hereunder in any manner impair the exercise of any such right accruing to it 
thereafter.

	5.5	Headings.  The headings herein are for convenience only, do not 
constitute a part of this Agreement and shall not be deemed to limit or 
affect any of the provisions hereof.  

	5.6	Successors and Assigns.  This Agreement shall be binding upon and 
inure to the benefit of the parties and their successors and permitted 
assigns.  Neither the Company nor any Purchaser may assign this Agreement or 
any rights or obligations hereunder without the prior written consent of the 
other.  Notwithstanding anything to the contrary contained herein, each 
Purchaser may assign its rights hereunder in connection with any sale or 
transfer of such Purchaser's Securities to any Affiliate of such Purchaser as 
long as the transferee Affiliate agrees in writing to be bound by the 
applicable provisions of this Agreement, in which case the term "Purchaser" 
shall be deemed to refer to such transferee as though such transferee were an 
original signatory thereto. 

	5.7	No Third-Party Beneficiaries.  This Agreement is intended for the 
benefit of the parties hereto and their respective permitted successors and 
assigns and is not for the benefit of, nor may any provision hereof be 
enforced by, any other person.  

	5.8	Governing Law.  This Agreement shall be governed by and construed 
and enforced in accordance with the internal laws of the State of Minnesota 
without regard to the principles of conflicts of law thereof.  

	5.9	Execution.  This Agreement may be executed in two or more 
counterparts, all of which when taken together shall be considered one and 
the same agreement and shall become binding with respect to each Purchaser on 
the date the acceptance form hereto is executed and delivered by such 
Purchaser and with respect to the Company on the date executed and delivered 
by the Company, it being understood that both parties need not sign the same 
counterpart.  In the event that any signature is delivered by facsimile 
transmission, such signature shall create a valid and binding obligation of 
the party executing (or on whose behalf such signature is executed) the same 
with the same force and effect as if such facsimile signature page were an 
original thereof.  

	5.10	Severability.  In case any one or more of the provisions of this 
Agreement shall be invalid or unenforceable in any respect, the validity and 
enforceability of the remaining terms and provisions of this Agreement shall 
not in any way be affected or impaired thereby and the parties will attempt 
to agree upon a valid and enforceable provision which shall be a reasonable 
substitute therefor, and upon so agreeing, shall incorporate such substitute 
provision in this Agreement.  

	IN WITNESS WHEREOF, the Company has caused this Agreement to be duly 
executed by its authorized representative and each Purchaser has caused this 
Agreement to be executed by signing in counterpart the acceptance form 
attached to this Agreement.

					COMPANY:

					SHELDAHL, INC.


					By____________________________
					 John V. McManus
					 Its Vice President - Finance



ACCEPTANCE

	The undersigned hereby accepts the terms and conditions set forth in the 
Convertible Preferred Stock Purchase Agreement, dated February 8, 1999, among 
Sheldahl, Inc., a Minnesota corporation (the "Company") and certain Purchasers 
listed in Exhibit A thereto as the terms and conditions applicable to the 
purchase of Shares of Series E Convertible Preferred Stock of the Company 
by the undersigned.  By execution of this Acceptance, the undersigned 
hereby makes each of the representations contained in Section 2.2 of the 
Convertible Preferred Stock Purchase Agreement.

						PURCHASER:

						By: ________________________________

						Title: _______________________________

						Dated:    February 8, 1999


	EXHIBIT A

Schedule of Purchasers

		                         	  Share
  	Purchaser     	Purchase  	Purchase	   # of	      # of	     State of
	Name & Address   	Amount	    Price	    Shares   	Warrants	   Residence





SCHEDULE 2.1(c)

Capitalization

Common Stock authorized:	                50,000,000 shares, $.25 par value

Preferred Stock authorized:	             500,000 shares, $1.00 par value

* Common Stock outstanding 
	 as of February 8, 1999:	              	11,152,560 shares, $.25 par value

* Series B Convertible Preferred Stock
 	outstanding as of February 8, 1999:		  167 shares

* Series D Convertible Preferred Stock
 	outstanding as of February 8, 1999:		  32,917 shares

* Warrants outstanding
 	as of February 8, 1999:              		496,982 warrants

* Options outstanding
	as of February 8, 1999:	                	1,589,946 options


1.	Rights granted under the Rights Agreement dated June 16, 1996 and 
amended July 25, 1998 between Sheldahl, Inc. and Norwest Bank 
Minnesota, N.A. (150,000 shares of Series A Junior Participating 
Preferred Stock reserved for issuance, subject to increase as provided 
therein).  

2.	Additional options may be granted to employees and directors of the 
Company under the Company's Stock Option Plans and Employee Stock 
Purchase Plan.  

3.		Agreement Relating to Sheldahl dated November 18, 1998 between the 
Company and Molex, Incorporated providing Molex with certain rights to 
participate in future stock or debt offerings by the Company, including 
the Series E Preferred Stock under this Agreement.  


SCHEDULE 2.1(f)

Required Approvals


1.	Consent required of Norwest Bank Minnesota, N.A., Harris Trust and 
Savings Bank, NBD Bank, and The CIT Group under Amended and Restated 
Credit and Security Agreement with respect to payment of cash 
dividends.  

2.	Consent required of Northern Life Insurance Company under Note 
Purchase Agreement dated August 31, 1995 with respect to payment of 
cash dividends.  

3.	See Item 3 of Schedule 2.1(c) incorporated herein by reference.  

EX-4

EXHIBIT B

SHELDAHL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES E
CONVERTIBLE PREFERRED STOCK

	Pursuant to Section 302A.401 of the Minnesota Business Corporation Act:

	I, the undersigned officer of Sheldahl, Inc., a Minnesota corporation 
(the "Company"), in accordance with the provisions of Section 302A.401, DO 
HEREBY CERTIFY:

	That pursuant to the authority conferred upon the Board of Directors by 
the Articles of Incorporation of the Company, the Board of Directors on 
February 17, 1999 adopted the following resolution creating a series of 
10,000 shares of preferred stock designated as Series E Convertible Preferred 
Stock:

	RESOLVED, that pursuant to the authority vested in the Board of 
Directors of this Company in accordance with the provisions of its Articles 
of Incorporation, a series of preferred stock known as the Series E 
Convertible Preferred Stock be, and hereby is, created and that the 
designation and amount thereof and the rights and preferences of the shares 
of such preferred stock are as follows:
	
	Section 1.	Designation, Amount and Par Value.  The series of preferred 
stock shall be designated as the Series E Convertible Preferred Stock (the 
"Series E Preferred Stock"), and the number of shares so designated shall be 
10,000 (which shall not be subject to increase without the prior written 
consent of the holders of a majority of the shares of Series E Preferred 
Stock then outstanding).  Each share of Series E Preferred Stock shall have a 
par value of $1.00 per share and a stated value of $1,000 per share (the 
"Stated Value").

	Section 2.	Dividends.

	(a)	The holders of Series E Preferred Stock shall be entitled 
to receive, annually on February 27 of each year, in arrears, each a 
"Dividend Payment Date," dividends on the Preferred Stock at the rate per 
share (as a percentage of the Stated Value per share) equal to 5% per annum, 
payable, in shares of Common Stock (as defined in Section 6) or at the option 
of the Company, in cash, provided such payment shall not be made unless and 
until all accrued and unpaid dividends on the Company's Series B Preferred 
Stock (the "Series B Preferred Stock") and on the Company's Series D 
Preferred Stock (the "Series D Preferred Stock") previously issued by the 
Company for all past dividend periods shall have been paid and all conversion 
notices related thereto have been honored to the date of such payment.  
Dividends on the Series E Preferred Stock shall be calculated on the basis of 
a 360-day year, shall accrue daily commencing with the Original Issue Date 
(as defined in Section 6), and shall be deemed to accrue on such date whether 
or not declared and whether or not there are profits, surplus or other funds 
of the Company legally available for the payment of dividends.  The party 
that holds the Series E Preferred Stock on the applicable Dividend Payment 
Date for any dividend payment will be entitled to receive such dividend 
payment and any other accrued and unpaid dividends which accrued prior to 
such Dividend Payment Date. 

(b)	Notwithstanding anything to the contrary contained herein, the 
Company may not issue shares of Common Stock in payment of dividends (and 
must deliver cash in respect thereof) on the Series E Preferred Stock if:

		(i)       the shares of Common Stock to be issued in respect of 
such dividends are not registered for resale pursuant to an effective 
registration statement that names the recipient of such dividend as a selling 
stockholder thereunder and may not be sold without volume restrictions 
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended 
(the "Securities Act"), as determined by counsel to the Company pursuant to a 
written opinion letter, addressed to the Company's transfer agent in form and 
substance acceptable to the holders of a majority of the shares of Series E 
Preferred Stock then outstanding; or

		(ii)	the shares of Common Stock to be issued in respect of such 
dividends are not designated for quotation on the Nasdaq National Market (or 
listed for trading on The New York Stock Exchange (the "NYSE") or the 
American Stock Exchange (the "AMEX")).   

(c)	So long as any Series E Preferred Stock shall remain outstanding, 
except with respect to the redemption or exchange of "rights" under the 
Rights Agreement, dated as of June 16, 1996, as amended between the Company 
and Norwest Bank Minnesota, N.A. (the "Rights Agreement") and the Series A 
Junior Participating Stock reserved for issuance in connection therewith, 
neither the Company nor any subsidiary thereof shall redeem, purchase or 
otherwise acquire directly or indirectly any Junior Securities (as defined in 
Section 6), nor shall the Company directly or indirectly pay or declare any 
dividend or make any distribution (other than a dividend or distribution 
described in Section 5) upon, nor shall any distribution be made in respect 
of, any Junior Securities, nor shall any monies be set aside for or applied 
to the purchase or redemption (through a sinking fund or otherwise) of any 
Junior Securities unless all accrued and unpaid dividends on the Series E 
Preferred Stock for all past dividend periods shall have been paid.

	Section 3.	Voting Rights.  Except as otherwise provided herein 
and as otherwise required by law, the Series E Preferred Stock shall have no 
voting rights.  However, so long as any shares of Series E Preferred Stock 
are outstanding, the Company shall not and shall cause its subsidiaries not 
to, without the affirmative vote of all of the holders of the Series E  
Preferred Stock then outstanding,  alter or change adversely the powers, 
preferences or rights given to the Series E Preferred Stock; (b) alter or 
amend this Certificate of Designation in a manner adverse to the holders of 
Series E Preferred Stock; (c) authorize or create any class of stock ranking 
as to dividends or distribution of assets upon a Liquidation (as defined in 
Section 4) or otherwise senior to or pari passu with the Series E Preferred 
Stock, except for the Series B Preferred Stock and the Series D Preferred 
Stock; (d) amend its articles of incorporation, bylaws or other charter 
documents so as to affect adversely any rights of any holders of Series E 
Preferred Stock; (e) increase the authorized number of shares of Series E 
Preferred Stock; or (f) enter into any agreement with respect to the 
foregoing.

	Section 4.	Liquidation.  Upon any liquidation, dissolution or 
winding-up of the Company, whether voluntary or involuntary (a 
"Liquidation"), the holders of Series E Preferred Stock shall be entitled to 
receive out of the assets of the Company, whether such assets are capital or 
surplus, for each share of Series E Preferred Stock an amount equal to the 
Stated Value plus all accrued but unpaid dividends per share, whether 
declared or not, after payment of all amounts due the holders of Series B 
Preferred Stock and Series D Preferred Stock but before any distribution or 
payment shall be made to the holders of any Junior Securities, and if the 
assets of the Company shall be insufficient to pay in full such amounts after 
payment of all amounts due the holders of the Series B Preferred Stock and 
Series D Preferred Stock, then the entire assets to be distributed to the 
holders of Series E Preferred Stock shall be distributed among the holders of 
Series E Preferred Stock ratably in accordance with the respective amounts 
that would be payable on such shares if all amounts payable thereon were paid 
in full.  A sale, conveyance or disposition of all or substantially all of 
the assets of the Company or the effectuation by the Company of a transaction 
or series of related transactions in which more than 50% of the voting power 
of the Company is disposed of, or a consolidation or merger of the Company 
with or into any other company or companies shall not be treated as a 
Liquidation, but instead shall be subject to the provisions of Section 5.  
The Company shall mail written notice of any such Liquidation, not less than 
30 days prior to the payment date stated therein, to each record holder of 
Series E Preferred Stock.

	Section 5.	Conversion.

	(a)	(i)  Each share of Series E Preferred Stock is convertible 
by the holder thereof into shares of Common Stock at the Conversion Ratio (as 
defined in Section 6) at the option of the holder in whole or in part at any 
time after the Original Issue Date.  The holder shall effect conversions by 
surrendering the certificate or certificates representing the shares of 
Series E Preferred Stock to be converted to the Company, together with the 
form of conversion notice attached hereto as Exhibit A (the "Holder 
Conversion Notice"), a copy of which, notwithstanding anything herein to the 
contrary, shall also be promptly sent to the Company's transfer agent and the 
Company's counsel.  Each Holder Conversion Notice shall specify the number of 
shares of Series E Preferred Stock to be converted and the date on which such 
conversion is to be effected, which date may not be prior to the date on 
which the holder delivers such Conversion Notice by facsimile (the "Holder 
Conversion Date").  If no Holder Conversion Date is specified in a Holder 
Conversion Notice, the Holder Conversion Date shall be the date that the 
Holder Conversion Notice is deemed delivered pursuant to Section 5(h).  If 
the holder is converting less than all shares of Series E Preferred Stock 
represented by the certificate or certificates tendered by the holder with 
the Holder Conversion Notice, or if a conversion hereunder cannot be effected 
in full for any reason, the Company shall promptly deliver to such holder (in 
the manner and within the time set forth in Section 5(b)) a certificate for 
such number of shares as have not been converted.  

		(ii)  If, at any time after six months following the 
Original Issue Date, (A) the Per Share Market Value is greater than 200% of 
the Initial Conversion Price (as defined in Section 5(c)) for at least 30 
consecutive Business Days; and (B) the average daily trading volume of the 
Common Stock on the Nasdaq National Market for such 30 consecutive Business 
Days exceeds 50,000 shares (as adjusted for stock splits, reverse stock 
splits and stock dividends), then the Company may, upon 10 days notice 
provided thereafter, require the conversion of all but not less than all of 
the then outstanding and unconverted shares of Series E Preferred Stock at 
the Conversion Ratio calculated on the Company Conversion Date (as defined 
below) by delivering to the holders a notice in the form attached hereto as 
Exhibit B (the "Company Conversion Notice").  Each Company Conversion Notice 
under this Section shall specify the date on which such conversion is to be 
effected, which date may not be prior to the 10th day after the Company 
delivers such Company Conversion Notice by facsimile (the "Company Conversion 
Date").  If no Company Conversion Date is specified in a Company Conversion 
Notice given under this Section, the Company Conversion Date shall be the 
11th day after the Company Conversion Notice is deemed delivered pursuant to 
Section 5(h).  Nothing contained herein shall limit a holder's right to 
convert any or all of the Series E Preferred Stock held by it prior to the 
Company Conversion Date.

		(iii)  All, but not less than all, of the then outstanding 
and unconverted shares of Series E Preferred Stock shall automatically be 
converted at the Conversion Ratio on the date of the closing of a Public 
Offering (as defined in Section 6) or such date as directed by the managing 
underwriter (the "Public Offering Conversion Date").  Nothing contained 
herein shall limit a holder's right to convert any or all of the Series E 
Preferred Stock held by it prior to the Public Offering conversion Date.  The 
Company shall deliver a Company Conversion Notice to the holders of Series E 
Preferred Stock not less than five business days prior to the filing of any 
registration statement in connection with such Public Offering.  

	A Holder Conversion Date, a Company Conversion Date and a Public 
Offering Conversion Date are sometimes referred to herein as a "Conversion 
Date" and a Holder Conversion Notice and a Company Conversion Notice are 
sometimes referred to as a "Conversion Notice."

(b)	Not later than ten Business Days after the Conversion Date and 
receipt by the Company of an original share certificate representing the 
shares of Series E Preferred Stock to be converted, the Company will deliver 
to the holder (i) a certificate or certificates which shall be free of 
restrictive legends and trading restrictions (other than those required by 
Section 3.1(b) of the Purchase Agreement or as may be required by the Rights 
Agreement) representing the number of shares of Common Stock being acquired 
upon the conversion of shares of Series E Preferred Stock; (ii) one or more 
certificates representing the number of shares of Series E Preferred Stock 
not converted; (iii) a bank check in the amount of accrued and unpaid 
dividends (if the Company has elected or is required hereunder to pay accrued 
dividends in cash); and (iv) if the Company has elected and is permitted 
hereunder to pay accrued dividends in shares of Common Stock, certificates, 
which shall be free of restrictive legends and trading restrictions (other 
than those required by the Purchase Agreement or as may be required by the 
Company's Rights Agreement), representing such number of shares of Common 
Stock as equals such dividend divided by the Conversion Price on the 
Conversion Date; provided, however, that the Company shall not be obligated 
to issue certificates evidencing the shares of Common Stock issuable upon 
conversion of any shares of Series E Preferred Stock until certificates 
evidencing such shares of Series E Preferred Stock are either delivered for 
conversion to the Company or the transfer agent for the Series E Preferred 
Stock or Common Stock, or the holder of such Series E Preferred Stock 
notifies the Company that such certificates have been lost, stolen or 
destroyed and provides a bond (or other adequate security) reasonably 
satisfactory to the Company to indemnify the Company from any loss incurred 
by it in connection therewith. 

	(c)	(i)	The conversion price for each share of Series E 
Preferred Stock (the "Conversion Price") on any Conversion Date shall be 
$6.25 (the "Initial Conversion Price"), as adjusted from time to time as 
provided in this Section 5(c).  

		(ii)	If the Company, at any time while any shares of 
Series E Preferred Stock are outstanding, (a) shall pay a stock dividend or 
otherwise make a distribution or distributions on shares of its Junior 
Securities payable in shares of Common Stock, (b) subdivide outstanding 
shares of Common Stock into a larger number of shares, (c) combine 
outstanding shares of Common Stock into a smaller number of shares, or (d) 
issue by reclassification of shares of Common Stock any shares of capital 
stock of the Company, the Conversion Price shall be multiplied by a fraction 
of which the numerator shall be the number of shares of Common Stock 
outstanding before such event and of which the denominator shall be the 
number of shares of Common Stock outstanding after such event.  Any 
adjustment made pursuant to this Section 5(c)(ii) shall become effective 
immediately after the record date for the determination of stockholders 
entitled to receive such dividend or distribution and shall become effective 
immediately after the effective date in the case of a subdivision, 
combination or reclassification.

		(iii)	If the Company, at any time while any shares of 
Series E Preferred Stock are outstanding, shall issue rights or warrants to 
all holders of Common Stock entitling them to subscribe for or purchase 
shares of Common Stock at a price per share less than the Per Share Market 
Value of Common Stock at the record date mentioned below, the Conversion 
Price shall be multiplied by a fraction, of which the denominator shall be 
the number of shares of Common Stock (excluding treasury shares, if any) 
outstanding on the date of issuance of such rights or warrants plus the 
number of additional shares of Common Stock offered for subscription or 
purchase, and of which the numerator shall be the number of shares of Common 
Stock (excluding treasury shares, if any) outstanding on the date of issuance 
of such rights or warrants plus the number of shares which the aggregate 
offering price of the total number of shares so offered would purchase at 
such Per Share Market Value.  Such adjustment shall be made whenever such 
rights or warrants are issued, and shall become effective immediately after 
the record date for the determination of stockholders entitled to receive 
such rights or warrants.  However, upon the expiration of any right or 
warrant to purchase Common Stock the issuance of which resulted in an 
adjustment in the Conversion Price pursuant to this Section 5(c)(iii), if any 
such right or warrant shall expire and shall not have been exercised, the 
Conversion Price shall immediately upon such expiration be recomputed and 
effective immediately upon such expiration be increased to the price which it 
would have been (but reflecting any other adjustments in the Conversion Price 
made pursuant to the provisions of this Section 5 after the issuance of such 
rights or warrants) had the adjustment of the Conversion Price made upon the 
issuance of such rights or warrants been made on the basis of offering for 
subscription or purchase only that number of shares of Common Stock actually 
purchased upon the exercise of such rights or warrants actually exercised.

		(iv)	If the Company, at any time while shares of Series E 
Preferred Stock are outstanding, shall distribute to all holders of Common 
Stock (and not to holders of Series E Preferred Stock) evidences of its 
indebtedness or assets or rights or warrants to subscribe for or purchase any 
security (excluding those referred to in Sections 5(c)(ii) and (iii) above), 
then in each such case the Conversion Price at which each share of Series E 
Preferred Stock shall thereafter be convertible shall be determined by 
multiplying the Conversion Price in effect immediately prior to the record 
date fixed for determination of stockholders entitled to receive such 
distribution by a fraction of which the denominator shall be the Per Share 
Market Value of Common Stock determined as of the record date mentioned 
above, and of which the numerator shall be such Per Share Market Value of the 
Common Stock on such record date less the then fair market value at such 
record date of the portion of such assets or evidence of indebtedness so 
distributed applicable to one outstanding share of Common Stock as determined 
by the Board of Directors in good faith; provided, however, that in the event 
of a distribution exceeding ten percent (10%) of the net assets of the 
Company, such fair market value shall be determined by a nationally 
recognized or major regional investment banking firm or firm of independent 
certified public accountants of recognized standing (which may be the firm 
that regularly examines the financial statements of the Company) (an 
"Appraiser") selected in good faith by the holders of a majority in interest 
of the shares of Series E Preferred Stock then outstanding and reasonably 
acceptable to the Company.  In either case the adjustments shall be described 
in a statement provided to the holders of Series E Preferred Stock of the 
portion of assets or evidences of indebtedness so distributed or such 
subscription rights applicable to one share of Common Stock.  Such adjustment 
shall be made whenever any such distribution is made and shall become 
effective immediately after the record date mentioned above.

		(v)	All calculations under this Section 5 shall be made 
to the nearest cent or the nearest 1/100th of a share, as the case may be.

		(vi)	Whenever the Conversion Price is adjusted pursuant to 
Section 5(c)(ii),(iii) or (iv), the Company shall promptly mail to each 
holder of Series E Preferred Stock, a notice setting forth the Conversion 
Price after such adjustment and setting forth a brief statement of the facts 
requiring such adjustment.

		(vii)	In case of any reclassification of the Common Stock, 
any consolidation or merger of the Company with or into another person 
pursuant to which the Company will not be the surviving entity, the sale or 
transfer of all or substantially all of the assets of the Company or any 
compulsory share exchange pursuant to which the Common Stock is converted 
into other securities, cash or property, the holders of the Series E 
Preferred Stock then outstanding shall convert such shares only into the 
shares of stock and other securities, cash and property receivable upon or 
deemed to be held by holders of Common Stock following such reclassification, 
consolidation, merger, sale, transfer or share exchange, and the holders of 
the Series E Preferred Stock shall be entitled upon such event to receive 
such amount of securities, cash or property as the shares of the Common Stock 
of the Company into which such shares of Series E Preferred Stock could have 
been converted immediately prior to such reclassification, consolidation, 
merger, sale, transfer or share exchange would have been entitled.  The terms 
of any such consolidation, merger, sale, transfer or share exchange shall 
include such terms so as to continue to give to the holder of Series E 
Preferred Stock the right to receive the securities, cash or property set 
forth in this Section 5(c)(vii) upon any conversion or redemption following 
such consolidation, merger, sale, transfer or share exchange.  This provision 
shall similarly apply to successive reclassifications, consolidations, 
mergers, sales, transfers or share exchanges.   

		(viii)	If:

			A.	the Company shall declare a dividend (or any other 
distribution) on its Common Stock; or

			B.	the Company shall declare a special nonrecurring cash 
dividend on or a redemption of its Common Stock; or

			C.	the Company shall authorize the granting to all 
holders of the Common Stock rights or warrants to 
subscribe for or purchase any shares of capital stock 
of any class or of any rights; or

			D.	the approval of any stockholders of the Company shall 
be required in connection with any reclassification 
of the Common Stock of the Company, any consolidation 
or merger to which the Company is a party, any sale 
or transfer of all or substantially all of the assets 
of the Company, or any compulsory share exchange 
whereby the Common Stock is converted into other 
securities, cash or property; or

			E.	the Company shall authorize the voluntary or 
involuntary dissolution, liquidation or winding up of 
the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained 
for the purpose of conversion of Series E Preferred Stock, and shall cause to 
be mailed to the holders of Series E Preferred Stock at their last addresses 
as they shall appear upon the stock books of the Company, at least 20 
calendar days prior to the applicable record or effective date hereinafter 
specified, a notice stating (x) the date on which a record is to be taken for 
the purpose of such dividend, distribution, redemption, rights or warrants, 
or if a record is not to be taken, the date as of which the holders of Common 
Stock of record to be entitled to such dividend, distributions, redemption, 
rights or warrants are to be determined or (y) the date on which such 
reclassification, consolidation, merger, sale, transfer or share exchange is 
expected to become effective or close, and the date as of which it is 
expected that holders of Common Stock of record shall be entitled to exchange 
their shares of Common Stock for securities, cash or other property 
deliverable upon such reclassification, consolidation, merger, sale, transfer 
or share exchange; provided, however, that the failure to mail such notice or 
any defect therein or in the mailing thereof shall not affect the validity of 
the corporate action required to be specified in such notice. 

	(d)	The Company will at all times reserve and keep available out of 
its authorized and unissued Common Stock solely for the purpose of issuance 
upon conversion of Series E Preferred Stock and payment of dividends on 
Series E Preferred Stock, each as herein provided, free from preemptive 
rights or any other actual or contingent purchase rights of persons other 
than the holders of Series E Preferred Stock, not less than such number of 
shares of Common Stock as shall, upon the conversion of all outstanding 
shares of Series E Preferred Stock and payment of dividends hereunder.  All 
shares of Common Stock that shall be so issuable shall, upon issue, be duly 
authorized, validly issued and fully paid, nonassessable and freely tradeable 
(except as may be required pursuant to Section 3.1(b) of the Purchase 
Agreement).

	(e)	Upon a conversion hereunder the Company shall not be required to 
issue stock certificates representing fractions of shares of Common Stock, 
but may if otherwise permitted, make a cash payment in respect of any final 
fraction of a share based on the Per Share Market Value at such time.  If the 
Company elects not, or is unable, to make such a cash payment, the holder of 
a share of Preferred Stock shall be entitled to receive, in lieu of the final 
fraction of a share, one whole share of Common Stock.

	(f)	The issuance of certificates for shares of Common Stock on 
conversion of Series E Preferred Stock shall be made without charge to the 
holders thereof for any documentary stamp or similar taxes that may be 
payable in respect of the issue or delivery of such certificates, provided 
that the Company shall not be required to pay any tax that may be payable in 
respect of any transfer involved in the issuance and delivery of any such 
certificate upon conversion in a name other than that of the holder of such 
shares of Series E Preferred Stock so converted and the Company shall not be 
required to issue or deliver such certificates unless or until the person or 
persons requesting the issuance thereof shall have paid to the Company the 
amount of such tax or shall have established to the satisfaction of the 
Company that such tax has been paid.

	(g)	Shares of Series E Preferred Stock converted into Common Stock 
shall be canceled and shall have the status of authorized but unissued shares 
of undesignated stock.

	(h)	Any and all notices or other communications or deliveries to be 
provided by the holders of the Series E Preferred Stock hereunder shall be in 
writing and delivered personally, by facsimile, sent by a nationally 
recognized overnight courier service or sent by certified or registered mail, 
postage prepaid, addressed to the attention of the Chief Executive Officer of 
the Company at the facsimile telephone number or address of the principal 
place of business of the Company as set forth in the Purchase Agreement.  Any 
and all notices or other communications or deliveries to be provided by the 
Company hereunder shall be in writing and delivered personally, by facsimile, 
sent by a nationally recognized overnight courier service or sent by 
certified or registered mail, postage prepaid, addressed to each holder of 
Series E Preferred Stock at the facsimile telephone number or address of such 
holder appearing on the books of the Company, or if no such facsimile 
telephone number or address appears, at the principal place of business of 
the holder.  Any notice or other communication or deliveries hereunder shall 
be deemed given and effective on the earliest of (i) the date of 
transmission, if such notice or communication is delivered via facsimile at 
the facsimile telephone number specified in this Section prior to 11:59 p.m. 
(Central Time) on such date of transmission; (ii) four days after deposit in 
the United States mails; (iii) the Business Day following the date of 
mailing, if sent by nationally recognized overnight courier service; or (iv) 
upon actual receipt by the party to whom such notice is required to be given. 
 
	Section 6.	Definitions.  For the purposes hereof, the following terms 
shall have the following meanings:

	"Business Day" means any day except a day on which the Nasdaq National 
Market, the NYSE or the AMEX, as applicable, if the Common Stock is listed 
for trading or quoted thereon at such time, is closed, and if the Common 
Stock is not listed for trading or quoted on any of the Nasdaq National 
Market, the NYSE or the AMEX at such time, then "Business Day" shall mean any 
day except Saturday, Sunday and any day which shall be a legal holiday or a 
day on which banking institutions in the State of Minnesota generally are 
authorized or required by law or other government actions to close.

	"Common Stock" means the common stock, $.25 par value per share, of the 
Company and stock of any other class into which such shares may hereafter 
have been reclassified or changed.

	"Conversion Ratio" with respect to a share of Series E Preferred Stock 
means, at any time, a fraction, of which the numerator is the Stated Value of 
such share plus accrued but unpaid dividends (including any accrued but 
unpaid interest thereon) but only to the extent not paid in cash in 
accordance with the terms hereof, and of which the denominator is the 
Conversion Price at such time.

	"Junior Securities" means the Common Stock and all equity securities 
(other than the Series B, Series D and Series E Preferred Stock) of the 
Company.

	"Original Issue Date" means the date of the first issuance of any 
shares of the Series E Preferred Stock regardless of the number of transfers 
of any particular shares of Series E Preferred Stock and regardless of the 
number of certificates which may be issued to evidence such Preferred Stock.

	"Per Share Market Value" means on any particular date (a) the closing 
bid price per share of the Common Stock on such date on the Nasdaq National 
Market or other stock exchange or quotation system on which the Common Stock 
is then listed or quoted or if there is no such price on such date, then the 
closing bid price on such exchange or quotation system on the date nearest 
preceding such date, or (b) if the Common Stock is not listed or quoted then 
on the Nasdaq National Market or any stock exchange or quotation system, the 
closing bid price for a share of Common Stock in the over-the-counter market, 
as reported by the Nasdaq Stock Market, Bloomberg, L.P. or in the National 
Quotation Bureau Incorporated or similar organization or agency succeeding to 
its functions of reporting prices) at the close of business on such date, or 
(c) if the Common Stock is not then reported by the National Quotation Bureau 
Incorporated (or similar organization or agency succeeding to its functions 
of reporting prices), then the average of the "Pink Sheet" quotes for the 
relevant conversion period, as determined in good faith by the holder, or (d) 
if the Common Stock is not then publicly traded the fair market value of a 
share of Common Stock as determined by an Appraiser mutually acceptable to 
the holders and the Company.

	"Person" means a corporation, an association, a partnership, 
organization, a business, an individual, a government or political 
subdivision thereof or a governmental agency.

	"Public Offering" means a firm commitment underwritten public offering 
of Common Stock under which the gross cash proceeds to the Company (after 
underwriting discounts, commissions and fees) are at least $25 million and in 
which the offering price in such public offering is not less than 200% of the 
Conversion Price.

	"Purchase Agreement" means the Convertible Preferred Stock Purchase 
Agreement, dated as of the February 8, 1999, among the Company and the 
original holders of the Series E Preferred Stock.

	"Registration Rights Agreement" means the Registration Rights 
Agreement, dated the Original Issue Date, by and among the Company and the 
original holders of Series E Preferred Stock.

	"Underlying Shares" means the shares of Common Stock into which the 
Shares are convertible in accordance with the terms hereof and the Purchase 
Agreement.

	"Underlying Shares Registration Statement" means an Underlying Shares 
Registration Statement, pursuant to the Registration Rights Agreement, 
covering among other things the resale of the shares of Common Stock issuable 
upon conversion of the Series E Preferred Stock including dividends thereon.

	IN WITNESS WHEREOF, I have executed and subscribed this Certificate and 
do affirm the foregoing as true under the penalties of perjury this 26th day 
of February, 1999.

							SHELDAHL, INC.

							By:____________________________
							     John V. McManus
							Its: Vice President-Finance                      


EXHIBIT A

NOTICE OF CONVERSION
AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder in order to Convert Shares of Series 
E Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series E 
Convertible Preferred Stock indicated below, into the number of shares of 
Common Stock, par value $.25 per share (the "Common Stock"), of Sheldahl, 
Inc. (the "Company") indicated below, as of the date written below.  If 
shares are to be issued in the name of a person other than undersigned, the 
undersigned will pay all transfer taxes payable with respect thereto and is 
delivering herewith such certificates and opinions as reasonably requested by 
the Company in accordance therewith.  No fee will be charged to the holder 
for any conversion, except for such transfer taxes, if any.

Conversion calculations:									________________________________
                            					Date to Effect Conversion

						  						                   ________________________________
                            					Number of shares of Series E Preferred Stock 
                                 to be Converted

						  						                   ________________________________
                            					Number of shares of Common Stock to be Issued

											                      ________________________________
                            					Applicable Conversion Price

												                     ________________________________
                            					Signature 

												                     ________________________________
                            					Name

												                     ________________________________
                               		Address


EXHIBIT B

NOTICE OF CONVERSION AT
THE ELECTION OF THE COMPANY


Sheldahl, Inc. (the "Company") hereby represents and warrants that the 
conditions precedent to a Company Conversion pursuant to [Section 5(a)(ii)] 
[Section 5(a)(iii)] have been satisfied and therefore hereby notifies the 
addressee hereof that the Company hereby elects to exercise its right to 
convert [   ] shares of its Series E Convertible Preferred Stock (the 
"Preferred Stock") held by the Holder into shares of Common Stock, par value 
$.25 per share (the "Common Stock") of the Company according to the terms 
hereof, as of the date written below.  No fee will be charged to the Holder 
for any conversion hereunder, except for such transfer taxes, if any which 
may be incurred by the Company if shares are to be issued in the name of a 
person other than the person to whom this notice is addressed.


Conversion calculations:									
                                   ____________________________
                              					Date to Effect Conversion

												                       ____________________________
                              					Number of shares of Preferred Stock to be 
                                   Converted

												                       _____________________________
                              					Number of shares of Common Stock to be 
                                   Issued

												                       _____________________________
                              					Applicable Conversion Price

												                       _____________________________
                              					Name of Holder

												                       _____________________________
                                 		Address of Holder

 

EX-4

EXHIBIT C


NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS 
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION 
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM 
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES 
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN 
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN 
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


SHELDAHL, INC.

Warrant No. E-__							Dated February 26, 1999

	Sheldahl, Inc., a corporation organized and existing under the laws of 
the State of Minnesota (the "Company"), hereby certifies that, for value 
received, ______________________, or its registered assigns ("Holder"), is 
entitled, subject to the terms set forth below, to purchase from the Company 
up to a total of _______ shares of Common Stock, par value $.25 per share 
(the "Common Stock"), of the Company (each such share, a "Warrant Share" 
and all such shares, the "Warrant Shares") at an exercise price equal to 
$7.8125 per share (as adjusted from time to time as provided in Section 7, 
the "Exercise Price"), at any time and from time to time from and after the 
date hereof and through and including February 25, 2004 (the "Expiration 
Date"), and subject to the following terms and conditions:

	1.	Registration of Warrant.  The Company shall register this 
Warrant, upon records to be maintained by the Company for that purpose (the 
"Warrant Register"), in the name of the record Holder hereof from time to 
time.  The Company may deem and treat the registered Holder of this Warrant 
as the absolute owner hereof for the purpose of any exercise hereof or any 
distribution to the Holder, and for all other purposes, and the Company shall 
not be affected by notice to the contrary.

	2.	Registration of Transfers and Exchanges.

		(a)	The Company shall register the transfer of any portion of 
this Warrant in the Warrant Register, upon surrender of this Warrant, with 
the Form of Assignment attached hereto duly completed and signed, to the 
Company at the office specified in or pursuant to Section 3(b).  Upon any 
such registration or transfer, a new warrant to purchase Common Stock, in 
substantially the form of this Warrant (any such new warrant, a "New 
Warrant"), evidencing the portion of this Warrant so transferred shall be 
issued to the transferee and a New Warrant evidencing the remaining portion 
of this Warrant not so transferred, if any, shall be issued to the 
transferring Holder.  The acceptance of the New Warrant by the transferee 
thereof shall be deemed the acceptance of such transferee of all of the 
rights and obligations of a holder of a Warrant.  Holder may not transfer 
this Warrant or any portion thereof unless such transfer represents the right 
to purchase at least 10,000 Warrant Shares or such lesser amount as 
constitutes the entire Warrant.

		(b)	This Warrant is exchangeable, upon the surrender hereof by 
the Holder to the office of the Company specified in or pursuant to Section 
3(b) for one or more New Warrants, evidencing in the aggregate the right to 
purchase the number of Warrant Shares which may then be purchased hereunder.  
Any such New Warrant will be dated the date of exchange.

	3.	Duration and Exercise of Warrants.

		(a)	This Warrant shall be exercisable by the registered Holder 
on any business day before 5:00 p.m., Minneapolis time, at any time and from 
time to time on or after the date hereof to and including the Expiration 
Date.  At 5:00 p.m., Minneapolis time on the Expiration Date, the portion of 
this Warrant not exercised prior thereto shall be and become void and of no 
value.  This Warrant may not be redeemed by the Company.

		(b)	Subject to Sections 2(b), 5 and 9, upon surrender of this 
Warrant, with the Form of Election to Purchase attached hereto duly completed 
and signed, to the Company at its office at 1150 Sheldahl Road, Northfield, 
MN 55057-9444, Attention: Vice President, Finance, or at such other address 
as the Company may specify in writing to the then registered Holder, and upon 
payment of the Exercise Price multiplied by the number of Warrant Shares that 
the Holder intends to purchase hereunder, in lawful money of the United 
States of America, in cash via wire transfer or by certified or official bank 
check or checks, all as specified by the Holder in the Form of Election to 
Purchase, the Company shall promptly (but in no event later than five 
business days after the Date of Exercise (as defined herein)) issue or cause 
to be issued and cause to be delivered to or upon the written order of the 
Holder and in such name or names as the Holder may designate, a certificate 
for the Warrant Shares issuable upon such exercise, free of restrictive 
legends other than as required by the Convertible Preferred Stock Purchase 
Agreement of even date herewith between the Holder and the Company.  Any 
person so designated by the Holder to receive Warrant Shares shall be deemed 
to have become holder of record of such Warrant Shares as of the Date of 
Exercise of this Warrant.  

		A "Date of Exercise" means the date on which the Company shall 
have received (i) this Warrant (or any New Warrant, as applicable), with the 
Form of Election to Purchase attached hereto (or attached to such New 
Warrant) appropriately completed and duly signed, and (ii) payment of the 
Exercise Price for the number of Warrant Shares so indicated by the holder 
hereof to be purchased.

		(c)	This Warrant may be exercisable in whole or in part 
provided a partial exercise shall require a minimum exercise of Warrants to 
purchase at least 25,000 Warrant Shares.

	4.	Payment of Taxes.  The Company will pay all documentary stamp 
taxes attributable to the issuance of Warrant Shares upon the exercise of 
this Warrant; provided, however, that the Company shall not be required to 
pay any tax which may be payable in respect of any transfer involved in the 
registration of any certificates for Warrant Shares or Warrants in a name 
other than that of the Holder, and the Company shall not be required to issue 
or cause to be issued or deliver or cause to be delivered the certificates 
for Warrant Shares unless or until the person or persons requesting the 
issuance thereof shall have paid to the Company the amount of such tax or 
shall have established to the satisfaction of the Company that such tax has 
been paid.  The Holder shall be responsible for all other tax liability that 
may arise as a result of holding or transferring this Warrant or receiving 
Warrant Shares upon exercise hereof.

	5.	Replacement of Warrant.  If this Warrant is mutilated, lost, 
stolen or destroyed, the Company shall issue or cause to be issued in 
exchange and substitution for and upon cancellation hereof, or in lieu of and 
substitution for this Warrant, a New Warrant, but only upon receipt of 
evidence reasonably satisfactory to the Company of such loss, theft or 
destruction and indemnity, if reasonably satisfactory to it.  Applicants for 
a New Warrant under such circumstances shall also comply with such other 
reasonable regulations and procedures and pay such other reasonable charges 
as the Company may prescribe.

	6.	Reservation of Warrant Shares.  The Company covenants that it 
will at all times reserve and keep available out of the aggregate of its 
authorized but unissued Common Stock, solely for the purpose of enabling it 
to issue Warrant Shares upon exercise of this Warrant as herein provided, the 
number of Warrant Shares which are then issuable and deliverable upon the 
exercise of this entire Warrant.  The Company covenants that all Warrant 
Shares that shall be so issuable and deliverable shall, upon issuance and the 
payment of the applicable Exercise Price in accordance with the terms hereof, 
be duly and validly authorized, issued and fully paid and nonassessable.

	7.	Certain Adjustments.  The Exercise Price and number of Warrant 
Shares issuable upon exercise of this Warrant are subject to adjustment from 
time to time as set forth in this Section 7.  Upon each such adjustment of 
the Exercise Price pursuant to this Section 7, the Holder shall thereafter 
prior to the Expiration Date be entitled to purchase, at the Exercise Price 
resulting from such adjustment, the number of Warrant Shares obtained by 
multiplying the Exercise Price in effect immediately prior to such adjustment 
by the number of Warrant Shares issuable upon exercise of this Warrant 
immediately prior to such adjustment and dividing the product thereof by the 
Exercise Price resulting from such adjustment.

		(a)	If the Company, at any time while this Warrant is 
outstanding, (i) shall pay a stock dividend or otherwise make a distribution 
or distributions on shares of its Common Stock (as defined below) or on any 
other class of capital stock (and not the Common Stock) payable in shares of 
Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger 
number of shares, or (iii) combine outstanding shares of Common Stock into a 
smaller number of shares, the Exercise Price shall be multiplied by a 
fraction of which the numerator shall be the number of shares of Common Stock 
(excluding treasury shares, if any) outstanding before such event and of 
which the denominator shall be the number of shares of Common Stock 
(excluding treasury shares, if any) outstanding after such event.  Any 
adjustment made pursuant to this Section shall become effective immediately 
after the record date for the determination of stockholders entitled to 
receive such dividend or distribution and shall become effective immediately 
after the effective date in the case of a subdivision or combination, and 
shall apply to successive subdivisions and combinations.

		(b)	In case of any reclassification of the Common Stock, any 
consolidation or merger of the Company with or into another person pursuant 
to which the Company will not be the surviving entity, the sale or transfer 
of all or substantially all of the assets of the Company in which the 
consideration therefor is equity or equity equivalent securities or any 
compulsory share exchange pursuant to which the Common Stock is converted 
into other securities or property, then the Holder shall have the right 
thereafter to exercise this Warrant only into the shares of stock and other 
securities and property receivable upon or deemed to be held by holders of 
Common Stock following such reclassification, consolidation, merger, sale, 
transfer or share exchange, and the Holder shall be entitled upon such event 
to receive such amount of securities or property equal to the amount of 
Warrant Shares such Holder would have been entitled to had such Holder 
exercised this Warrant immediately prior to such reclassification, 
consolidation, merger, sale, transfer or share exchange.  The terms of any 
such consolidation, merger, sale, transfer or share exchange shall include 
such terms so as to continue to give to the Holder the right to receive the 
securities or property set forth in this Section 7(b) upon any exercise 
following any such reclassification, consolidation, merger, sale, transfer or 
share exchange.

		(c)	If the Company, at any time while this Warrant is 
outstanding, shall distribute to all holders of Common Stock (and not to 
holders of this Warrant) evidences of its indebtedness or assets or rights or 
warrants to subscribe for or purchase any security (excluding those referred 
to in Sections 7(a), (b) and (d)), then in each such case the Exercise Price 
shall be determined by multiplying the Exercise Price in effect immediately 
prior to the record date fixed for determination of stockholders entitled to 
receive such distribution by a fraction of which the denominator shall be the 
Exercise Price determined as of the record date mentioned above, and of which 
the numerator shall be such Exercise Price on such record date less the then 
fair market value at such record date of the portion of such assets or 
evidence of indebtedness so distributed applicable to one outstanding share 
of Common Stock as determined by a nationally recognized or major regional 
investment banking firm or firm of independent certified public accountants 
of recognized standing (which may be the turn that regularly examines the 
financial statements of the Company) (an "Appraiser") mutually selected in 
good faith by the holders of a majority in interest of the Warrants then 
outstanding and the Company.  Any determination made by the Appraiser shall 
be final.

		(d)	If, at any time while this Warrant is outstanding, the 
Company shall issue or cause to be issued rights or warrants to acquire or 
otherwise sell or distribute shares of Common Stock to all holders of Common 
Stock for a consideration per share less than the Exercise Price then in 
effect, then, forthwith upon such issue or sale, the Exercise Price shall be 
reduced to the price (calculated to the nearest cent) determined by dividing 
(i) an amount equal to the sum of (A) the number of shares of Common Stock 
outstanding immediately prior to such issue or sale multiplied by the 
Exercise Price, and (B) the consideration, if any, received or receivable by 
the Company upon such issue or sale by (ii) the total number of shares of 
Common Stock outstanding immediately after such issue or sale.

		(e)	For the purposes of this Section 7, the following clauses 
shall also be applicable:

			(i)	Record Date.  In case the Company shall take a record 
of the holders of its Common Stock for the purpose of entitling them (A) to 
receive a dividend or other distribution payable in Common Stock or in 
securities convertible or exchangeable into shares of Common Stock, or (B) to 
subscribe for or purchase Common Stock or securities convertible or 
exchangeable into shares of Common Stock, then such record date shall be 
deemed to be the date of the issue or sale of the shares of Common Stock 
deemed to have been issued or sold upon the declaration of such dividend or 
the making of such other distribution or the date of the granting of such 
right of subscription or purchase, as the case may be.

			(ii)	Treasury Shares.  The number of shares of Common 
Stock outstanding at any given time shall not include shares owned or held by 
or for the account of the Company, and the disposition of any such shares 
shall be considered an issue or sale of Common Stock.

		(f)	All calculations under this Section 7 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.

		(g)	if:

			(i)	the Company shall declare a dividend (or any other 
distribution) on its Common Stock; or

			(ii)	the Company shall declare a special nonrecurring cash 
dividend on or a redemption of its Common Stock; or

			(iii)	the Company shall authorize the granting to all  
holders of the Common Stock rights or warrants to subscribe for or purchase 
any shares of capital stock of any class or of any rights; or

			(iv)	the approval of any stockholders of the Company shall 
be required in connection with any reclassification of the Common Stock of 
the Company, any consolidation or merger to which the Company is a party, any 
sale or transfer of all or substantially all of the assets of the Company, or 
any Compulsory Share exchange whereby the Common Stock is converted into 
other securities, cash or property; or

			(v)	the Company shall authorize the dissolution, 
liquidation or winding up of the affairs of the Company, then the Company 
shall cause to be mailed to each Holder at their last addresses as they shall 
appear upon the Warrant Register, at least 20 calendar days prior to the 
applicable record or effective date hereinafter specified, a notice stating 
(x) the date on which a record is to be taken for the purpose of such 
dividend, distribution, redemption, rights or warrants, or if a record is not 
to be taken, the date as of which the holders of Common Stock of record to be 
entitled to such dividend, distributions, redemption, rights or warrants are 
to be determined or (y) the date on which such reclassification, 
consolidation, merger, sale, transfer or share exchange is expected to become 
effective or close, and the date as of which it is expected that holders of 
Common Stock of record shall be entitled to exchange their shares of Common 
Stock for securities, cash or other property deliverable upon such 
reclassification, consolidation, merger, sale, transfer, share exchange, 
dissolution, liquidation or winding up; provided, however, that the failure 
to mail such notice or any defect therein or in the mailing thereof shall not 
affect the validity of the corporate action required to be specified in such 
notice.

	8.	Payment of Exercise Price.  The Holder shall pay the Exercise 
Price in the manner provided in Section 3(b).  

	9.	Fractional Shares.  The Company shall not be required to issue or 
cause to be issued fractional Warrant Shares on the exercise of this Warrant.  
The number of full Warrant Shares which shall be issuable upon the exercise 
of this Warrant shall be computed on the basis of the aggregate number of 
Warrant Shares purchasable on exercise of this Warrant so presented.  If any 
fraction of a Warrant Share would, except for the provisions of this Section 
9, be issuable on the exercise of this Warrant, the Company shall, at its 
option, (i) pay an amount in cash equal to the Exercise Price multiplied by 
such fraction; or (ii) round the number of Warrant Shares issuable, up to the 
next whole number.

	10.	Notices.  Any and all notices or other communications or 
deliveries hereunder shall be in writing and shall be deemed given and 
effective on the earliest of (i) the date of transmission, if such notice or 
communication is delivered via facsimile at the facsimile telephone number 
specified in this Section; (ii) the business day following the date of 
mailing, if sent by nationally recognized overnight courier service; or (iii) 
upon actual receipt by the party to whom such notice is required to be given.  
The addresses for such communications shall be:  (i) if to the Company, to 
Sheldahl, Inc., 1150 Sheldahl Road, Northfield, MN 55057-9444, Attention: 
Vice President, Finance, or to facsimile no. (507) 663-8326 or (507) 663-
8435; or (ii) if to the Holder, to the Holder at the address or facsimile 
number appearing on the Warrant Register or such other address or facsimile 
number as the Holder may provide to the Company in accordance with this 
Section 10.

	11.	Warrant Agent.

		(a)	The Company shall serve as warrant agent under this 
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may 
appoint a new warrant agent.

		(b)	Any corporation into which the Company or any new warrant 
agent may be merged or any corporation resulting from any consolidation to 
which the Company or any new warrant agent shall be a party or any 
corporation to which the Company or any new warrant agent transfers 
substantially all of its corporate trust or shareholders services business 
shall be a successor warrant agent under this Warrant without any further 
act.  Any such successor warrant agent shall promptly cause notice of its 
succession as warrant agent to be mailed (by first class mail, postage 
prepaid) to the Holder at the Holder's last address as shown on the Warrant 
Register.

12.	Miscellaneous.

		(a)	This Warrant shall be binding on and inure to the benefit 
of the parties hereto and their respective successors and permitted assigns.  
This Warrant may be amended only in writing signed by the Company and the 
Holder.

		(b)	Subject to Section 12(a), above, nothing in this Warrant 
shall be construed to give to any person or corporation other than the 
Company and the Holder any legal or equitable right, remedy or cause under 
this Warrant; this Warrant shall be for the sole and exclusive benefit of the 
Company and the Holder.

		(c)	This Warrant shall be governed by and construed and 
enforced in accordance with the internal laws of the State of Minnesota 
without regard to the principles of conflicts of law thereof.

		(d)	The headings herein are for convenience only, do not 
constitute a part of this Warrant and shall not be deemed to limit or affect 
any of the provisions hereof.

		(e)	In case any one or more of the provisions of this Warrant 
shall be invalid or unenforceable in any respect, the validity and 
enforceability of the remaining terms and provisions of this Warrant shall 
not in any way be affected or impaired thereby and the parties will attempt 
in good faith to agree upon a valid and enforceable provision which shall be 
a commercially reasonable substitute therefor, and upon so agreeing, shall 
incorporate such substitute provision in this Warrant.

	IN WITNESS WHEREOF, the Company has caused this Warrant to be duly 
executed by its authorized officer as of the date first indicated above.

						SHELDAHL, INC.

						By:						

						Name:     John V. McManus

						Title:    Vice President - Finance



FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of 
Common Stock under the foregoing Warrant)

To Sheldahl, Inc.:

	In accordance with the Warrant enclosed with this Form of Election to 
Purchase, the undersigned hereby irrevocably elects to purchase ___________ 
shares of Common Stock ("Common Stock"), par value $.25 per share, of 
Sheldahl, Inc. and encloses herewith $__________ in cash via wire transfer or 
certified or official bank check or checks, which sum represents the 
aggregate Exercise Price (as defined in the Warrant) for the number of shares 
of Common Stock to which this Form of Election to Purchase relates, together 
with any applicable taxes payable by the undersigned pursuant to the Warrant.

	The undersigned requests that certificates for the shares of Common 
Stock issuable upon this exercise be issued in the name of

						PLEASE INSERT SOCIAL SECURITY OR
						TAX IDENTIFICATION NUMBER

												
											
(Please print name and address)



FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

	FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 
unto ___________________________ the right represented by the within Warrant 
to purchase __________ shares of Common Stock of Sheldahl, Inc. to which the 
within Warrant relates and appoints ___________________ attorney to transfer 
said right on the books of Sheldahl, Inc. with  full power of substitution in 
the premises.

Dated:  ___________________


(Signature must conform in all respects 
to name of holder as specified on the 
face of the Warrant)

						Address of Transferee

						_____________________________
						_____________________________
						_____________________________

												
In the presence of:

___________________________

 

EX-4

EXHIBIT E

REGISTRATION RIGHTS AGREEMENT

	This Registration Rights Agreement (this "Agreement") is made and 
entered into as of February 26, 1999, among Sheldahl, Inc., a Minnesota 
corporation (the "Company"), and the individuals and entities listed on 
Exhibit A to the Purchase Agreement, as defined below (referred to herein as 
a "Purchaser" and collectively as the "Purchasers").

	This Agreement is made pursuant to the Convertible Preferred Stock 
Purchase Agreement, dated as of the date hereof among the Company and the 
Purchasers (the "Purchase Agreement"). 

	The Company and the Purchasers hereby agree as follows:

	1.	Definitions

	Capitalized terms used and not otherwise defined herein shall have the 
meanings given such terms in the Purchase Agreement.  As used in this 
Agreement, the following terms shall have the following meanings:

	"Advice" shall have meaning set forth in Section 3(j).

	"Affiliate" means, with respect to any Person, any other Person that 
directly or indirectly controls or is controlled by or under common control 
with such Person.  For the purposes of this definition, "control," when used 
with respect to any Person, means the possession, direct or indirect, of the 
power to direct or cause the direction of the management and policies of such 
Person, whether through the ownership of voting securities, by contract or 
otherwise; and the terms of "affiliated", "controlling" and "controlled" 
have meanings correlative to the foregoing.

	"Business Day" means any day except a day on which the Nasdaq National 
Market, the NYSE or the AMEX, as applicable, if the Common Stock is listed 
for trading or quoted thereon at such time, is closed, and if the Common 
Stock is not listed for trading or quoted on any of the Nasdaq National 
Market, the NYSE or the AMEX at such time, then "Business Day" shall mean 
any day except Saturday, Sunday and any day which shall be a legal holiday or 
a day on which banking institutions in the State of Minnesota generally are 
authorized or required by law or other government actions to close.

	"Closing Date" shall have the meaning set forth in the Purchase 
Agreement.

	"Commission" means the Securities and Exchange Commission.

	"Common Stock" means the Company's Common Stock, par value $.25 per 
share.

	"Effectiveness Date" means with respect to the Registration Statement 
to be filed with respect to the Series E Shares and the Warrants, the earlier 
of (i) the 90th day following the Closing Date or (ii) five days after a no-
review decision of the Commission.  

"Effectiveness Period" shall have the meaning set forth in Section 
2(a).

	"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Filing Date" means the 25th day following the Closing Date.  

"Holder" or "Holders" means the holder or holders, as the case may be, 
from time to time of Registrable Securities.

	"Indemnified Party" shall have the meaning set forth in Section 5(c).

	"Indemnifying Party" shall have the meaning set forth in Section 5(c).

	"Losses" shall have the meaning set forth in Section 5(a).

	"Person" means an individual or a corporation, partnership, trust, 
incorporated or unincorporated association, joint venture, limited liability 
company, joint stock company, government (or an agency or political 
subdivision thereof) or other entity of any kind.

	"Preferred Stock" means the shares of Series E Preferred Stock, par 
value $1.00 per share, of the Company issued to the Purchasers pursuant to 
the Purchase Agreement.

	"Proceeding" means an action, claim, suit, investigation or proceeding 
(including, without limitation, an investigation or partial proceeding, such 
as a deposition), whether commenced or threatened.

	"Prospectus" means the prospectus included in the Registration 
Statement (including, without limitation, a prospectus that includes any 
information previously omitted from a prospectus filed as part of an 
effective registration statement in reliance upon Rule 430A promulgated under 
the Securities Act), as amended or supplemented by any prospectus supplement, 
with respect to the terms of the offering of any portion of the Registrable 
Securities covered by the Registration Statement, and all other amendments 
and supplements to the Prospectus, including post-effective amendments, and 
all material incorporated by reference or deemed to be incorporated by 
reference in such Prospectus.

	"Registrable Securities" means, with respect to the Registration 
Statement to be filed after the Closing, the shares of Common Stock issuable 
upon (i) conversion of the Series E Shares; (ii) exercise of the Series E 
Warrants issued by the Company to the Purchasers; and (iii) payment of 
dividends in respect of such Preferred Stock.  

	"Registration Statement" means the registration statements 
contemplated by Section 2(a) (and any additional Registration Statements 
contemplated in the definition of Registrable Securities), including (in each 
case) the Prospectus, amendments and supplements to such registration 
statement or Prospectus, including pre- and post-effective amendments, all 
exhibits thereto, and all material incorporated by reference or deemed to be 
incorporated by reference in such registration statement.

	"Rule 144" means Rule 144 promulgated by the Commission pursuant to 
the Securities Act, as such Rule may be amended from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having 
substantially the same effect as such Rule.

	"Rule 415" means Rule 415 promulgated by the Commission pursuant to 
the Securities Act, as such Rule may be amended from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having 
substantially the same effect as such Rule.

	"Securities Act" means the Securities Act of 1933, as amended.

	2.	Shelf Registration.  On or prior to the Filing Date, the Company 
shall prepare and file with the Commission a "Shelf" Registration Statement 
covering all Registrable Securities for an offering to be made on a 
continuous basis pursuant to Rule 415.  The Registration Statement shall be 
on Form S-3 (or if the Company is not then eligible to register for resale 
the Registrable Securities on Form S-3, in which case such registration shall 
be on another appropriate form in accordance herewith which form shall be 
reasonably acceptable to the Holders).  The Company shall (i) not permit any 
securities other than the Registrable Securities to be included in the 
Registration Statement; and (ii) use its commercially reasonable efforts to 
cause the Registration Statement to be declared effective under the 
Securities Act as promptly as possible after the filing thereof, but in any 
event prior to the Effectiveness Date, and to keep such Registration 
Statement continuously effective under the Securities Act until the date 
which is two years after the date that such Registration Statement is 
declared effective by the Commission or such earlier date when all 
Registrable Securities covered by such Registration Statement have been sold 
or may be sold without volume restrictions pursuant to Rule 144 as determined 
by the counsel to the Company pursuant to a written opinion letter, addressed 
to the Company's transfer agent to such effect (the "Effectiveness Period"). 

	3.	Registration Procedures.  In connection with the Company's 
registration obligations hereunder, the Company shall:

		(a)	Prepare and file with the Commission, on or prior to the 
Filing Date, a Registration Statement on Form S-3 (or if the Company is not 
then eligible to register for resale the Registrable Securities on Form S-3, 
in which case such registration shall be on another appropriate form in 
accordance herewith which Form shall be reasonably acceptable to the Holders) 
in accordance with the method or methods of distribution thereof as specified 
by the Holders, and cause the Registration Statement to become effective and 
remain effective as provided herein. 

		(b)	(i)	Prepare and file with the Commission such amendments, 
including post-effective amendments, to the Registration Statement as may be 
necessary to keep the Registration Statement continuously effective as to the 
applicable Registrable Securities for the Effectiveness Period and prepare 
and file with the Commission such additional Registration Statements in order 
to register for resale under the Securities Act all of the Registrable 
Securities; (ii) cause the related Prospectus to be amended or supplemented 
by any required Prospectus supplement, and as so supplemented or amended to 
be filed pursuant to Rule 424 (or any similar provisions then in force) 
promulgated under the Securities Act; (iii) respond as promptly as 
practicable to any comments received from the Commission with respect to the 
Registration Statement or any amendment thereto and promptly provide the 
Holders true and complete copies of all correspondence from and to the 
Commission relating to the Registration Statement; and (iv) comply with the 
provisions of the Securities Act and the Exchange Act with respect to the 
disposition of all Registrable Securities covered by the Registration 
Statement during the applicable period in accordance with the intended 
methods of disposition by the Holders thereof set forth in the Registration 
Statement as so amended or in such Prospectus as so supplemented.

		(c)	Notify the Holders of Registrable Securities to be sold: 
(i)(A) when a Prospectus or any Prospectus supplement or post-effective 
amendment to the Registration Statement is proposed to be filed, (B) when the 
Commission notifies the Company whether there will be a "review" of such 
Registration Statement and whenever the Commission comments in writing on 
such Registration Statement, and (C) with respect to the Registration 
Statement or any post-effective amendment, when the same has become 
effective; (ii) of any request by the Commission or any other Federal or 
state governmental authority for amendments or supplements to the 
Registration Statement or Prospectus or for additional information; (iii) of 
the issuance by the Commission of any stop order suspending the effectiveness 
of the Registration Statement covering any or all of the Registrable 
Securities or the initiation of any Proceedings for that purpose; (iv) of the 
receipt by the Company of any notification with respect to the suspension of 
the qualification or exemption from qualification of any of the Registrable 
Securities for sale in any jurisdiction, or the initiation or threatening of 
any Proceeding for such purpose; and (v) of the occurrence of any event that 
makes any statement made in the Registration Statement or Prospectus or any 
document incorporated or deemed to be incorporated therein by reference 
untrue in any material respect or that requires any revisions to the 
Registration Statement, Prospectus or other documents so that, in the case of 
the Registration Statement or the Prospectus, as the case may be, it will not 
contain any untrue statement of a material fact or omit to state any material 
fact required to be stated therein or necessary to make the statements 
therein, in light of the circumstances under which they were made, not 
misleading.

		(d)	Use its best efforts to avoid the issuance of, or, if 
issued, obtain the withdrawal of (i) any order suspending the effectiveness 
of the Registration Statement or (ii) any suspension of the qualifications 
(or exemption from qualification) of any of the Registrable Securities for 
sale in any jurisdiction, as soon as reasonably practicable.

		(e)	Furnish to each Holder, without charge, at least one 
conformed copy of each Registration Statement and each amendment thereto, 
including financial statements and schedules, all documents incorporated or 
deemed to be incorporated therein by reference, and all exhibits to the 
extent requested by such Person (including those previously furnished or 
incorporated by reference) promptly after the filing of such documents with 
the Commission.

		(f)	Promptly deliver to each Holder, without charge, as many 
copies of the Prospectus or Prospectuses (including each form of prospectus) 
and each amendment or supplement thereto as such Persons may reasonably 
request; and the Company hereby consents to the use of such Prospectus and 
each amendment or supplement thereto by each of the selling Holders in 
connection with the offering and sale of the Registrable Securities covered 
by such Prospectus and any amendment or supplement thereto.

		(g)	Prior to any public offering of Registrable Securities, use 
its best efforts to register or qualify or cooperate with the selling Holders 
in connection with the registration or qualification (or exemption from such 
registration or qualification) of such Registrable Securities for offer and 
sale under the securities or Blue Sky laws of such jurisdictions within the 
United States as any Holder requests in writing, to keep each such 
registration or qualification (or exemption therefrom) effective during the 
Effectiveness Period and to do any and all other acts or things necessary or 
advisable to enable the disposition in such jurisdictions of the Registrable 
Securities covered by a Registration Statement; provided, however, that the 
Company shall not be required to qualify generally to do business in any 
jurisdiction where it is not then so qualified or to take any action that 
would subject it to general service of process in any such jurisdiction where 
it is not then so subject or subject the Company to any material tax in any 
such jurisdiction where it is not then so subject.

		(h)	Upon the occurrence of any event contemplated by Section 
3(c)(v), as promptly as practicable, prepare a supplement or amendment, 
including a post-effective amendment, to the Registration Statement or a 
supplement to the related Prospectus or any document incorporated or deemed 
to be incorporated therein by reference, and file any other required document 
so that, as thereafter delivered, neither the Registration Statement nor such 
Prospectus will contain an untrue statement of a material fact or omit to 
state a material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading.

		(i)	Use its best efforts to cause all Registrable Securities 
relating to such Registration Statement to be listed on The Nasdaq National 
Market and any other securities exchange, quotation system, market or over-
the-counter bulletin board, if any, on which similar securities issued by the 
Company are then listed as and when required pursuant to the Purchase 
Agreement.

		(j)	The Company may require each selling Holder to furnish to 
the Company such information, including information regarding the 
distribution of such Registrable Securities, as is required by law to be 
disclosed in the Registration Statement and the Company may exclude from such 
registration the Registrable Securities of any such Holder who fails to 
furnish such information within a reasonable time after receiving such 
request.  The failure by the Company to file the Registration Statement by 
the Filing Date, to cause it to become effective by the Effectiveness Date or 
to maintain its effectiveness for the Effectiveness Period, if due solely to 
the breach of a Holder's obligations under this Section, shall not be deemed 
a breach of the Company's obligations to such Holder under this Agreement or 
the Purchase Agreement.  The rights of Holders that timely supply such 
information shall not be affected by the preceding sentence and the Company 
shall remain obligated hereunder to file, and cause and maintain the 
effectiveness of the Registration Statement on behalf of such Holders.

	If the Registration Statement refers to any Holder by name or otherwise 
as the holder of any securities of the Company, then such Holder shall have 
the right to require (if such reference to such Holder by name or otherwise 
is not required by the Securities Act or any similar Federal statute then in 
force) the deletion of the reference to such Holder in any amendment or 
supplement to the Registration Statement filed or prepared subsequent to the 
time that such reference ceases to be required.

	Each Purchaser covenants and agrees that (i) it will not sell any 
Registrable Securities under the Registration Statement until it has received 
copies of the Prospectus as then amended or supplemented as contemplated in 
Section 3(g) and notice from the Company that such Registration Statement and 
any post-effective amendments thereto have become effective as contemplated 
by Section 3(c); and (ii) the Purchaser and its officers, directors or 
Affiliates, if any, will comply with the Prospectus delivery and any other 
requirements of the Securities Act applicable to them in connection with 
sales of Registrable Securities pursuant to the Registration Statement.

	Each Holder agrees by its acquisition of such Registrable Securities 
that, upon receipt of a notice from the Company of the occurrence of any 
event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv) or 
3(c)(v), such Holder will forthwith discontinue disposition of such 
Registrable Securities under the Registration Statement until such Holder's 
receipt of the copies of the supplemented Prospectus and/or amended 
Registration Statement contemplated by Section 3(h), or until it is advised 
in writing (the "Advice') by the Company that the use of the applicable 
Prospectus may be resumed, and, in either case, has received copies of any 
additional or supplemental filings that are incorporated or deemed to be 
incorporated by reference in such Prospectus or Registration Statement.

	4.	Registration Expenses.  All fees and expenses incident to the 
performance of or compliance with this Agreement by the Company shall be 
borne by the Company, whether or not  the Registration Statement is filed or 
becomes effective and whether or not any Registrable Securities are sold 
pursuant to the Registration Statement.  The fees and expenses referred to in 
the foregoing sentence shall include, without limitation, (i) all 
registration and filing fees (including, without limitation, fees and 
expenses (A) with respect to filings required to be made with The Nasdaq 
National Market and each other securities exchange or market on which 
Registrable Securities are required hereunder to be listed, and (B) in 
compliance with state securities or Blue Sky laws; (ii) printing expenses 
(including, without limitation, expenses of printing certificates for 
Registrable Securities and of printing prospectuses if the printing of 
prospectuses is requested by the holders of a majority of the Registrable 
Securities included in the Registration Statement but not including printing 
expenses of a financial printer; (iii) messenger, telephone and delivery 
expenses incurred by the Company; (iv) fees and disbursements of counsel for 
the Company; (v) Securities Act liability insurance, if the Company so 
desires such insurance; and (vi) fees and expenses of all other Persons 
retained by the Company in connection with the consummation of the 
transactions contemplated by this Agreement.  In addition, the Company shall 
be responsible for all of its internal expenses incurred in connection with 
the consummation of the transactions contemplated by this Agreement 
(including, without limitation, all salaries and expenses of its officers and 
employees performing legal or accounting duties), the expense of any annual 
audit, the fees and expenses incurred in connection with the listing of the 
Registrable Securities on any securities exchange as required hereunder.  The 
Holders shall bear the expenses and fees of any legal counsel retained by 
them.  

	5.	Indemnification

		(a)	Indemnification by the Company.  The Company shall, 
notwithstanding any termination of this Agreement, indemnify and hold 
harmless each Holder, the officers, directors, agents, investment advisors 
and employees of each of them, each Person who controls any such Holder 
(within the meaning of Section 15 of the Securities Act or Section 20 of the 
Exchange Act) and the officers, directors, agents and employees of each such 
controlling Person, to the fullest extent permitted by applicable law, from 
and against any and all losses, claims, damages, liabilities, costs 
(including, without limitation, reasonable attorneys' fees) and expenses 
(collectively, "Losses"), as incurred, arising out of or relating to any 
untrue or alleged untrue statement of a material fact contained in the 
Registration Statement, any Prospectus or any form of prospectus or in any 
amendment or supplement thereto or in any preliminary prospectus, or arising 
out of or relating to any omission or alleged omission of a material fact 
required to be stated therein or necessary to make the statements therein (in 
the case of any Prospectus or form of prospectus or supplement thereto, in 
light of the circumstances under which they were made) not misleading, except 
to the extent, but only to the extent, that such untrue statements or 
omissions are based solely upon information regarding such Holder furnished 
to the Company by such Holder expressly for use therein, which information 
was reasonably relied on by the Company for use therein or to the extent that 
such information relates to such Holder or such Holder's proposed method of 
distribution of Registrable Securities.  The Company shall notify the Holders 
promptly of the institution, threat or assertion of any Proceeding of which 
the Company is aware in connection with the transactions contemplated by this 
Agreement.

		(b)	Indemnification by Holders.  Each Holder shall, severally 
and not jointly, indemnify and hold harmless the Company, the directors, 
officers, agents and employees, each Person who controls the Company (within 
the meaning of Section 15 of the Securities Act and Section 20 of the 
Exchange Act), and the directors, officers, agents or employees of such 
controlling Persons, to the fullest extent permitted by applicable law, from 
and against all Losses (as determined by a court of competent jurisdiction in 
a final judgment not subject to appeal or review) arising solely out of or 
based solely upon any untrue statement of a material fact contained in the 
Registration Statement, any Prospectus, or any form of prospectus, or arising 
solely out of or based solely upon any omission of a material fact required 
to be stated therein or necessary to make the statements therein not 
misleading to the extent, but only to the extent, that such untrue statement 
or omission is contained in any information so furnished by such Holder to 
the Company specifically for inclusion in the Registration Statement or such 
Prospectus and that such information was reasonably relied upon by the 
Company for use in the Registration Statement, such Prospectus or such form 
of prospectus or to the extent that such information relates to such Holder 
or such Holder's proposed method of distribution of Registrable Securities. 
In no event shall the liability of any selling Holder hereunder be greater in 
amount than the dollar amount of the net proceeds received by such Holder 
upon the sale of the Registrable Securities giving rise to such 
indemnification obligation.

		(c)	Conduct of Indemnification Proceedings.  If any Proceeding 
shall be  brought or asserted against any Person entitled to indemnity 
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall 
notify the Person from whom indemnity is sought (the "Indemnifying Party") 
in writing, and the Indemnifying Party shall assume the defense thereof, 
including the employment of counsel reasonably satisfactory to the 
Indemnified Party and the payment of all fees and expenses incurred in 
connection with defense thereof; provided, that the failure of any 
Indemnified Party to give such notice shall not relieve the Indemnifying 
Party of its obligations or liabilities pursuant to this Agreement, except 
(and only) to the extent that it shall be finally determined by a court of 
competent jurisdiction (which determination is not subject to appeal or 
further review) that such failure shall have adversely prejudiced the 
Indemnifying Party.

	An Indemnified Party shall have the right to employ separate counsel in 
any such Proceeding and to participate in the defense thereof, but the fees 
and expenses of such counsel shall be at the expense of such Indemnified 
Party or Parties unless: (1) the Indemnifying Party has agreed in writing to 
pay such fees and expenses; or (2) the Indemnifying Party shall have failed 
promptly to assume the defense of such Proceeding and to employ counsel 
reasonably satisfactory to such Indemnified Party in any such Proceeding; or 
(3) the named parties to any such Proceeding (including any impleaded 
parties) include both such Indemnified Party and the Indemnifying Party, and 
such Indemnified Party shall have been advised by counsel that a conflict of 
interest is likely to exist if the same counsel were to represent such 
Indemnified Party and the Indemnifying Party (in which case, if such 
Indemnified Party notifies the Indemnifying Party in writing that it elects 
to employ separate counsel at the expense of the Indemnifying Party, the 
Indemnifying Party shall not have the right to assume the defense thereof and 
such counsel shall be at the expense of the Indemnifying Party); provided 
that if more than one Indemnified Party is seeking indemnification with 
respect to the same Proceeding, the Indemnifying Party shall not be required 
to pay for more than one separate counsel for all such Indemnified Parties as 
a group.  The Indemnifying Party shall not be liable for any settlement of 
any such Proceeding effected without its written consent, which consent shall 
not be unreasonably withheld.  No Indemnifying Party shall, without the prior 
written consent of the Indemnified Party, effect any settlement of any 
pending Proceeding in respect of which any Indemnified Party is a party, 
unless such settlement includes an unconditional release of such Indemnified 
Party from all liability on claims that are the subject matter of such 
Proceeding.

		(d)	Contribution.  If a claim for indemnification under Section 
5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or 
refusal of a governmental authority to enforce such indemnification in 
accordance with its terms (by reason of public policy or otherwise), then 
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, 
shall contribute to the amount paid or payable by such Indemnified Party as a 
result of such Losses, in such proportion as is appropriate to reflect the 
relative fault of the Indemnifying Party and Indemnified Party in connection 
with the actions, statements or omissions that resulted in such Losses, as 
well as any other relevant equitable considerations.  The relative fault of 
such Indemnifying Party and Indemnified Party shall be determined by 
reference to, among other things, whether any action in question, including 
any untrue or alleged untrue statement of a material fact or omission or 
alleged omission of a material fact, has been taken or made by, or relates to 
information supplied by, such Indemnifying Party or Indemnified Party, and 
the parties' relative intent, knowledge, access to information and 
opportunity to correct or prevent such action, statement or omission.  The 
amount paid or payable by a party as a result of any Losses shall be deemed 
to include, subject to the limitations set forth in Section 5(c), any 
reasonable attorneys' or other reasonable fees or expenses incurred by such 
party in connection with any Proceeding to the extent such party would have 
been indemnified for such fees or expenses if the indemnification provided 
for in this Section was available to such party in accordance with its terms.

	The parties hereto agree that it would not be just and equitable if 
contribution pursuant to this Section 5(d) were determined by pro rata 
allocation or by any other method of allocation that does not take into 
account the equitable considerations referred to in the immediately preceding 
paragraph.  Notwithstanding the provisions of this Section 5(d), the 
Purchaser shall not be required to contribute, in the aggregate, any amount 
in excess of the amount by which the proceeds actually received by the 
Purchaser from the sale of the Registrable Securities subject to the 
Proceeding exceeds the amount of any damages that the Purchaser has otherwise 
been required to pay by reason of such untrue or alleged untrue statement or 
omission or alleged omission.  No Person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any Person who was not guilty of such 
fraudulent misrepresentation.

	The indemnity and contribution agreements contained in this Section are 
in addition to any liability that the Indemnifying Parties may have to the 
Indemnified Parties.

	6.	Rule 144.  The Company shall file the reports required to be 
filed by it under the Securities Act and the Exchange Act in a timely manner 
and, if at any time the Company is not required to file such reports, they 
will, upon the request of any Holder, make publicly available other 
information so long as necessary to permit sales of its securities pursuant 
to Rule 144.  The Company further covenants that it will take such further 
action as any Holder may reasonably request, all to the extent required from 
time to time to enable such Holder to sell Registrable Securities without 
registration under the Securities Act within the limitation of the exemptions 
provided by Rule 144; provided, however, that the Company shall not be 
obligated to provide an opinion to any Holder regarding the sale of 
Registrable Securities pursuant to exemptions provided by Rule 144.  Upon the 
request of any Holder, the Company shall deliver to such Holder a written 
certification of a duly authorized officer as to whether it has complied with 
such requirements.

	7.	Miscellaneous

		(a)	Remedies.  In the event of a breach by the Company or by a 
Holder, of any of their obligations under this Agreement, each Holder or the 
Company, as the case may be, in addition to being entitled to exercise all 
rights granted by law and under this Agreement, including recovery of 
damages, will be entitled to specific performance of its rights under this 
Agreement.  The Company and each Holder agree that monetary damages would not 
provide adequate compensation for any losses incurred by reason of a breach 
by it of any of the provisions of this Agreement and hereby further agrees 
that, in the event of any action for specific performance in respect of such 
breach, it shall waive the defense that a remedy at law would be adequate.

		(b)	Amendments and Waivers.  The provisions of this Agreement, 
including the provisions of this sentence, may not be amended, modified or 
supplemented, and waivers or consents to departures from the provisions 
hereof may not be given, unless the same shall be in writing and signed by 
the Company and the Holders of at least two-thirds of the then outstanding 
Registrable Securities.  Notwithstanding the foregoing, a waiver or consent 
to depart from the provisions hereof with respect to a matter that relates 
exclusively to the rights of Holders and that does not directly or indirectly 
affect the rights of other Holders may be given by Holders of at least a 
majority of the Registrable Securities to which such waiver or consent 
relates; provided, however, that the provisions of this sentence may not be 
amended, modified, or supplemented except in accordance with the provisions 
of the immediately preceding sentence.

		(c)	Notices.  Any and all notices or other communications or 
deliveries  required or permitted to be provided hereunder shall be in 
writing and shall be deemed given and effective on the earliest of (i) the 
date of transmission, if such notice or communication is delivered via 
facsimile at the facsimile telephone number specified in this Section prior 
to 4:30 p.m. (Minneapolis time) on a Business Day; (ii) the Business Day 
after the date of transmission, if such notice or communication is delivered 
via facsimile at the facsimile telephone number specified in the Purchase 
Agreement later than 4:30 p.m. (Minneapolis time) on any date and earlier 
than 11:59 p.m. (Minneapolis time) on such date; (iii) the Business Day 
following the date of mailing, if sent by nationally recognized overnight 
courier service; or (iv) upon actual receipt by the party to whom such notice 
is required to be given.

If to the Company:			Sheldahl, Inc.
                					1150 Sheldahl Road
               						Northfield, MN 55057-9444
               						Attn:	John V. McManus
               						Fax:	(507) 663-8326 or
                    						(507) 663-8435

With copies to:			   Lindquist & Vennum P.L.L.P.
                					4200 IDS Center
                					80 South Eighth Street
               						Minneapolis MN 55402
               						Attn:	Charles P. Moorse, Esq.
               						Fax:	(612) 371-3207

or such other address  as may be designated in writing hereafter, in the same 
manner, by such Person.

		(d)	Successors and Assigns.  This Agreement shall more to the 
benefit of and be binding upon the successors and permitted assigns of each 
of the parties and shall more to the benefit of each Holder.  The Company may 
not assign its rights or obligations hereunder without the prior written 
consent of each Holder.  Each Purchaser may assign its rights hereunder in 
the manner and to the Persons as permitted under the Purchase Agreement.

		(e)	Assignment of Registration Rights.  The rights of each 
Purchaser hereunder, including the right to have the Company register for 
resale Registrable Securities in accordance with the terms of this Agreement, 
shall be automatically assignable by the Purchaser to any assignee or 
transferee of all or a portion of the shares of Preferred Stock, the Warrants 
or the Registrable Securities if: (i) the Purchaser agrees in writing with 
the transferee or assignee to assign such rights, and a copy of such 
agreement is furnished to the Company within a reasonable time after such 
assignment; (ii) the Company is, within a reasonable time after such transfer 
or assignment, furnished with written notice of (A) the name and address of 
such transferee or assignee, and (B) the securities with respect to which 
such registration rights are being transferred or assigned; (iii) following 
such transfer or assignment the further disposition of such securities by the 
transferee or assignees is restricted under the Securities Act and applicable 
state securities laws to the extent required by the Purchase Agreement; (iv) 
at or before the time the Company receives the written notice contemplated by 
clause (ii) of this Section, the transferee or assignee agrees in writing 
with the Company to be bound by all of the provisions of this Agreement; and 
(v) such transfer shall have been made in accordance with the applicable 
requirements of the Purchase Agreement.  The rights to assignment shall apply 
to the Purchaser's (and to subsequent) successors and assigns.

		(f)	Counterparts.  This Agreement may be executed in any number 
of counterparts, each of which when executed and delivered shall be deemed to 
be an original and, all of which taken together shall constitute one and the 
same Agreement.  In the event that any signature is delivered by facsimile 
transmission, such signature shall create a valid binding obligation of the 
party executing (or on whose behalf such signature is executed) the same with 
the same force and effect as if such facsimile signature were the original 
thereof.

		(g)	Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Minnesota, without 
regard to principles of conflicts of law.

		(h)	Cumulative Remedies.  The remedies provided herein are 
cumulative and not exclusive of any remedies provided by law.

		(i)	Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction to 
be invalid, illegal, void or unenforceable, the remainder of the terms, 
provisions, covenants and restrictions set forth herein shall remain in full 
force and effect and shall in no way be affected, impaired or invalidated, 
and the parties hereto shall use their reasonable efforts to find and employ 
an alternative means to achieve the same or substantially the same result as 
that contemplated by such term, provision, covenant or restriction.  It is 
hereby stipulated and declared to be the intention of the parties that they 
would have executed the remaining terms, provisions, covenants and 
restrictions without including any of such that may be hereafter declared 
invalid, illegal, void or unenforceable.

		(j)	Headings.  The headings in this Agreement are for 
convenience of reference only and shall not limit or otherwise affect the 
meaning hereof.

		(k)	Shares Held by The Company and its Affiliates.  Whenever 
the consent or approval of Holders of a specified percentage of Registrable 
Securities is required hereunder, Registrable Securities held by the Company 
or its Affiliates (other than the Purchasers or transferees or successors or 
assigns thereof if such Persons are deemed to be Affiliates solely by reason 
of their holdings of such Registrable Securities) shall not be counted in 
determining whether such consent or approval was given by the Holders of such 
required percentage.

	IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first written above.

							SHELDAHL, INC.


							By:_______________________________	
							Name:    John V. McManus
							Title:   Vice President - Finance


							PURCHASER

							________________________________

 

EX-4

March 5, 1999

Via Fax

Sheldahl, Inc.
John McManus
V.P. Finance


Dear Mr. McManus;

	The bank group has voted to approve Sheldahl's request to satisfy the 
requirement specified in section 8.1(q) of the First Amendment To Credit And 
Security Agreement provided that Sheldahl raises $8MM of Net Equity Proceeds 
on or before March 8, 1999.  As a further condition to this satisfaction, 
Sheldahl agrees to provide documentary evidence of the amount of New Equity 
Proceeds raised at the agent's request.

	If you have any questions, please contact me at 612-673-8590.

Norwest Bank Minnesota, Inc.

Sincerely,

/s/ Terry Jackson
Vice President

EX-4

FOR IMMEDIATE RELEASE	       					Contacts:	John McManus
March 1, 1999													                  VP Finance, Sheldahl
                           																	507/663-8337
Sheldahl, Inc.															
1150 Sheldahl Road															
Northfield, MN  55057						             				Elin Raymond
                           																	The Sage Group
                           																	612/321-9897

           SHELDAHL COMPLETES $7.2 MILLION PRIVATE PLACEMENT
 Workforce reductions announced; will result in annual cost savings of
                           $2.4 million

Northfield, MN -- Sheldahl, Inc. (Nasdaq: SHEL), today announced that it 
had completed a private placement of $7.2 million in preferred stock. The new 
Series E preferred shares are convertible at $6.25 per common share at the 
option of shareholders, most of whom are current stockholders and/or members 
of Sheldahl's Board.

Edward L. Lundstrom, Sheldahl's President and Chief Executive Officer, 
said, "The new equity placement enhances our financial stability, provides 
additional liquidity, and ensures that we are in compliance with an existing 
bank covenant. Further," he added, "the investment displays the confidence 
the investor group has in Sheldahl's strategic plan and in the Company's 
ability to achieve its goals."

BUSINESS EFFICIENCIES SUPPORT WORKFORCE REDUCTIONS
______________________________________________________

Sheldahl also announced that it had reduced its salaried workforce, 
mainly related to its core businesses, by 12 percent, or approximately 40 
employees. This move will result in annual cost savings of $2.4 million, and 
will begin to take effect in the Company's third quarter. Half of the 
reduction was accomplished through an early retirement program made available 
to long-term employees. The Company will take a $3.1 million charge in its 
second quarter related to the action.

Commenting on the reduction, Lundstrom stated, "As a result of last 
year's restructuring, we have been able to significantly reduce costs and 
enhance our competitiveness. This has enabled us to provide the same 
responsive service to our customers with fewer employees."

SHELDAHL SEES FLAT FIRST HALF, GROWTH IN SECOND HALF
____________________________________________________

Lundstrom noted that, as expected, the Company's second quarter sales 
will be comparable to those of the previous two quarters, but concluded, "We 
expect sales growth in the range of 10 to 12 percent in the second half." 

	Sheldahl is a leading producers of high-density substrates, high-quality 
flexible printed circuitry, and flexible laminates primarily for sale to the 
automotive electronics and datacommunications markets.  The Company, which is 
headquartered in Northfield, Minnesota, has operations in Northfield; 
Longmont, Colorado; Detroit, Michigan; Britton, South Dakota; Toronto, 
Ontario, Canada; and Chihuahua, Chi., Mexico.  Its sales offices are located 
in Hong Kong, China; Singapore; and Mainz, Germany.  Sheldahl's common stock 
trades on the Nasdaq National Market tier of the Nasdaq Stock Market under 
the symbol SHEL.  Sheldahl news and information can be found on the World 
Wide Web at http://www.sheldahl.com.

Statements contained here, other than historical data, may be forward-looking 
and subject to risks and uncertainties including, but not limited to, those 
set forth in the Company's annual report, 10K, 10Q, and other SEC filings.

EX-4

FOR IMMEDIATE RELEASE
March 8, 1999

Sheldahl, Inc.	       										Contacts:	  John McManus
1150 Sheldahl Road													             VP Finance, Sheldahl
Northfield, MN  55057												           507/663-8337
																		
																		                          Elin Raymond
                         																			The Sage Group
                          																		612/321-9897


          SHELDAHL RECEIVES $1.4 MILLION IN ADDITIONAL FUNDING
         Series E Convertible Preferred Stock Offering Completed

	Northfield, MN - Sheldahl, Inc. (Nasdaq: SHEL), today announced an 
additional $1.4 million of funds received from the private placement of the 
Company's Series E Preferred completing this transaction.  The Company's 
lenders have agreed that the receipt and verification of the net proceeds 
from this private placement, which exceed $8.0 million, satisfy the 
requirement under the Company's Credit and Security Agreement with its 
lenders. The agreement had required the Company to raise additional equity 
capital of $5.0 million by February 26, 1999, and another $5.0 million of 
equity capital by August 30, 1999.

	Sheldahl is a leading producer of high-density substrates, high-quality 
flexible printed circuitry, and flexible laminates primarily for sale to the 
automotive electronics and datacommunications markets.  The Company, which is 
headquartered in Northfield, Minnesota, has operations in Northfield; 
Longmont, Colorado; Detroit, Michigan; Britton, South Dakota; Toronto, 
Ontario, Canada; and Chihuahua, Chi., Mexico.  Its sales offices are located 
in Hong Kong, China; Singapore; and Mainz, Germany.  Sheldahl's common stock 
trades on the Nasdaq National Market tier of the Nasdaq Stock Market under 
the symbol SHEL.  Sheldahl news and information can be found on the World 
Wide Web at http://www.sheldahl.com.

Statements contained here, other than historical data, may be forward-looking 
and subject to risks and uncertainties including, but not limited to, those 
set forth in the Company's annual report, 10K, 10Q, and other SEC filings.