As filed with the Securities and Exchange Commission on January 25, 2001.
Registration No. 333-______

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                           ____________________________
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ____________________________

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

	Minnesota	                                               41-0758073
	(State or other jurisdiction of	                       (I.R.S. Employer
	incorporation or organization)                       	Identification No.)
                                 1150 Sheldahl Road
                            Northfield, Minnesota 55057
              (Address of Principal Executive Offices and zip code)
                          ____________________________

                         SHELDAHL, INC. 1994 STOCK PLAN
                            (Full title of the Plan)
                          ____________________________

                                 								Copy to:
Donald R. Friedman					                  Charles P. Moorse
Chief Executive Officer			             		Kristin L. Johnson
1150 Sheldahl Road      		             		Lindquist & Vennum P.L.L.P.
Northfield, Minnesota 55057				          4200 IDS Center
(507) 663-8000						                     Minneapolis, MN 55402
(Name, address and telephone			         	(612) 371-3211
number, including area code,
of agent for service)


                 CALCULATION OF REGISTRATION FEE

_____________
                           		        Proposed	       Proposed
Title of		                           Maximum	        Maximum
Securities	     Amount              	Offering	       Aggregate	  Amount of
to be	          to be	               Price	          Offering	   Registration
Registered	     Registered	          Per Share(1)   	Price(1)	   Fee

Common Stock,	  2,193,412 shares(2)     $3.375	     $7,402,766    $1,851
$.25 par value
_____________

(1)	Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on the Nasdaq National
Market on January 23, 2001.

(2)	Plus such additional number of shares as may be required pursuant to
the 1994 Stock Plan (the "Plan"), in the event of a stock dividend,
split, recapitalization or similar event.  This Registration Statement
on Form S-8 is being filed to register an additional 2,193,412 shares
of Sheldahl Common Stock which became issuable pursuant to an
"evergreen" provision of the Plan.  Previously, 600,000 shares were
registered on Form S-8 (File No. 33-58549) on April 12, 1995, 400,000
shares were registered on September 24, 1997 (File No. 333-36267),
200,000 shares were registered on March 2, 1998 (File No. 333-47183),
and 98,410 shares were registered on August 1, 2000 (File No. 333-
42724).
<PAGE>


              	INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

	A Registration Statement on Form S-8 (File No. 33-58549) was filed with
the Securities and Exchange Commission ("SEC") on April 12, 1995 covering the
registration of 600,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan").  A Registration Statement on Form S-8
(File No. 333-36267) was filed with the SEC on September 24, 1997 covering
the registration of an additional 400,000 shares.  A Registration Statement
on Form S-8 (File No. 333-47183) was filed with the SEC on March 2, 1998
covering the registration of an additional 200,000 shares. A Registration
Statement on Form S-8 (File No. 333-42724) was filed with the SEC on August
1, 2000 covering the registration of an additional 98,410 Shares.  Pursuant
to General Instruction E of Form S-8 and Rule 429, this Registration
Statement is being filed to register an additional 2,193,412 shares estimated
pursuant to an "evergreen" provision authorized under the Plan as a result of
which the number of shares of common stock available for grant or award under
the Plan increases each time, commencing after January 14, 1998, that the
then number of shares available for grant under the Plan shall have been
fully granted and no longer be available ( the "Reset Date")   On each Reset
Date the number of shares reserved for issuance under the Plan shall be
increased to an amount equal to 12% of the total number of shares of common
stock outstanding on such date minus the number of shares subject to
outstanding awards on such date.  An amendment to incorporate the "evergreen"
provision into the Plan was authorized by the Company's Board of Directors on
August 19, 1997 and such amendment was approved by the Company's shareholders
on January 14, 1998.  Reset Dates have occurred on September 23, 1998,
October 20, 1998 and December 28, 2000 with share increases of 19,321 shares,
79,089 shares and 2,193,412 shares, respectively.  This Registration
Statement should also be considered a post-effective amendment to the prior
Registration Statements.  The contents of the prior Registration Statements
are incorporated herein by reference.

                                   PART I

	Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.

                                   PART II

Item 3.  Incorporation of Documents by Reference.
____________________

	The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

	(a)	The Annual Report of the Company on Form 10-K for the fiscal year
ended September 1, 2000.

	(b)	The Definitive Proxy Statement dated December 15, 1999 for the
2000 Annual Meeting of Shareholders held January 12, 2000.

	(c)	The Quarterly Report of the Company on Form 10-Q for the quarter
ended December 1, 2000.

	(d)	The description of the Company's Common Stock as set forth in the
Company's Form S-3 Registration Statement filed October 12, 1995
(Registration No. 33-63373), including the supplemental
description on Form 8-A filed with the Commission on June 21,
1996 and any amendment or report filed for the purpose of
updating such description.

	All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
____________________

	Not applicable.

Item 5.  Interests of Named Experts and Counsel.
____________________

	Charles P. Moorse, Secretary of the Company, is a partner in Lindquist
& Vennum P.L.L.P., which is the law firm passing on the validity of the
securities issued under the Plan.

Item 6.  Indemnification of Directors and Officers.
____________________

	Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:

(1)	Has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred
by the person in connection with the proceeding with respect to
the same acts or omissions;

(2)	Acted in good faith;

(3)	Received no improper personal benefit and section 302A.255
(Director Conflicts of Interest), if applicable, has been
satisfied;

(4)	In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and

(5)	In the case of acts or omissions occurring in the official
capacity described in subdivision 1, paragraph (c), clause (1) or
(2), reasonably believed that the conduct was in the best
interests of the corporation, or in the case of acts or omissions
occurring in the official capacity described in subdivision 1,
paragraph (c), clause (3), reasonably believed that the conduct
was not opposed to the best interests of the corporation.  If the
person's acts or omissions complained of in the proceeding relate
to conduct as a director, officer, trustee, employee, or agent of
an employee benefit plan, the conduct is not considered to be
opposed to the best interests of the corporation if the person
reasonably believed that the conduct was in the best interests of
the participants or beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.
____________________

	Not applicable.

Item 8.  Exhibits.
____________________

Exhibit

4.1	   Sheldahl, Inc. 1994 Stock Plan, as amended, incorporated by referenced
       to Exhibit 4.1 to the Company's Registration Statement on Form S-8
       (File No. 333-42724) filed on August 1, 2000.

5.1	   Opinion and Consent of Lindquist & Vennum P.L.L.P.

23.1	  Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2	  Consent of Arthur Andersen LLP, independent public accountants

24.1	  Power of Attorney (set forth on the signature page hereof)


Item 9.  Undertakings.
____________________

(a)	The undersigned registrant hereby undertakes:

   	(1)	To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

       	(i)  To include any prospectus required by Section 10(a)(3) of
             the Securities Act of 1933;

      	(ii)  To reflect in the prospectus any facts or events arising
             after the effective date of the registration statement (or
             the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represents a fundamental
             change in the information set forth in the registration
             statement;

     	(iii)  To include any material information with respect to the
             plan of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(h)	Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person connected with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>


                              SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northfield, State of Minnesota, on
January 24, 2001.

					SHELDAHL, INC.


					By	/s/ Donald R. Friedman
					Donald R. Friedman, Chief Executive Officer



					By	/s/ Peter Duff
					Peter Duff, Vice President-Finance


                            POWER OF ATTORNEY

	The undersigned officers and directors of Sheldahl, Inc. hereby
constitute and appoint John D. Lutsi and Donald R. Friedman, or either of
them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for us
and in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitutes, may lawfully do
or cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
January 24, 2001 in the capacities indicated.

Signatures


/s/ John D. Lutsi
John D. Lutsi, Chairman of
the Board


/s/ Donald R. Friedman
Donald R. Frieman
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ Peter Duff
Peter Duff, Vice President-Finance
(Principal Financial and Accounting Officer)

/s/ Kenneth J. Roering
Kenneth J. Roering, Vice-Chairman of
the Board and Director

/s/ William B. Miller
William B. Miller, Director

/s/ Stuart A. Auerbach
Stuart A. Auerbach, Director

/s/ John G. Kassakian
John G. Kassakian, Director

/s/ Raymond Wieser
Raymond Wieser, Director
<PAGE>
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{"company-data": {"conformed-name": "SHELDAHL INC", "cik": "0000089615", "assigned-sic": "3672", "irs-number": "410758073", "state-of-incorporation": "MN", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54268", "film-number": "1514857"}, "business-address": {"street1": "1150 SHELDAHL RD", "city": "NORTHFIELD", "state": "MN", "zip": "55057", "phone": "5076638000"}, "mail-address": {"street1": "1150 SHELDAHL ROAD", "city": "NORTHFIELD", "state": "MN", "zip": "55057-0170"}, "former-company": {"former-conformed-name": "SCHJELDAHL G T CO", "date-changed": "19741017"}}
As filed with the Securities and Exchange Commission on January 25, 2001.
Registration No. 333-______

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                           ____________________________
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           ____________________________

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

	Minnesota	                                               41-0758073
	(State or other jurisdiction of	                       (I.R.S. Employer
	incorporation or organization)                       	Identification No.)
                                 1150 Sheldahl Road
                            Northfield, Minnesota 55057
              (Address of Principal Executive Offices and zip code)
                          ____________________________

                         SHELDAHL, INC. 1994 STOCK PLAN
                            (Full title of the Plan)
                          ____________________________

                                 								Copy to:
Donald R. Friedman					                  Charles P. Moorse
Chief Executive Officer			             		Kristin L. Johnson
1150 Sheldahl Road      		             		Lindquist & Vennum P.L.L.P.
Northfield, Minnesota 55057				          4200 IDS Center
(507) 663-8000						                     Minneapolis, MN 55402
(Name, address and telephone			         	(612) 371-3211
number, including area code,
of agent for service)

                 CALCULATION OF REGISTRATION FEE

_____________
                           		        Proposed	       Proposed
Title of		                           Maximum	        Maximum
Securities	     Amount              	Offering	       Aggregate	  Amount of
to be	          to be	               Price	          Offering	   Registration
Registered	     Registered	          Per Share(1)   	Price(1)	   Fee

Common Stock,	  2,193,412 shares(2)     $3.375	     $7,402,766    $1,851
$.25 par value
_____________

(1)	Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on the Nasdaq National
Market on January 23, 2001.

(2)	Plus such additional number of shares as may be required pursuant to
the 1994 Stock Plan (the "Plan"), in the event of a stock dividend,
split, recapitalization or similar event.  This Registration Statement
on Form S-8 is being filed to register an additional 2,193,412 shares
of Sheldahl Common Stock which became issuable pursuant to an
"evergreen" provision of the Plan.  Previously, 600,000 shares were
registered on Form S-8 (File No. 33-58549) on April 12, 1995, 400,000
shares were registered on September 24, 1997 (File No. 333-36267),
200,000 shares were registered on March 2, 1998 (File No. 333-47183),
and 98,410 shares were registered on August 1, 2000 (File No. 333-
42724).
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

	A Registration Statement on Form S-8 (File No. 33-58549) was filed with
the Securities and Exchange Commission ("SEC") on April 12, 1995 covering the
registration of 600,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan").  A Registration Statement on Form S-8
(File No. 333-36267) was filed with the SEC on September 24, 1997 covering
the registration of an additional 400,000 shares.  A Registration Statement
on Form S-8 (File No. 333-47183) was filed with the SEC on March 2, 1998
covering the registration of an additional 200,000 shares. A Registration
Statement on Form S-8 (File No. 333-42724) was filed with the SEC on August
1, 2000 covering the registration of an additional 98,410 Shares.  Pursuant
to General Instruction E of Form S-8 and Rule 429, this Registration
Statement is being filed to register an additional 2,193,412 shares estimated
pursuant to an "evergreen" provision authorized under the Plan as a result of
which the number of shares of common stock available for grant or award under
the Plan increases each time, commencing after January 14, 1998, that the
then number of shares available for grant under the Plan shall have been
fully granted and no longer be available ( the "Reset Date")   On each Reset
Date the number of shares reserved for issuance under the Plan shall be
increased to an amount equal to 12% of the total number of shares of common
stock outstanding on such date minus the number of shares subject to
outstanding awards on such date.  An amendment to incorporate the "evergreen"
provision into the Plan was authorized by the Company's Board of Directors on
August 19, 1997 and such amendment was approved by the Company's shareholders
on January 14, 1998.  Reset Dates have occurred on September 23, 1998,
October 20, 1998 and December 28, 2000 with share increases of 19,321 shares,
79,089 shares and 2,193,412 shares, respectively.  This Registration
Statement should also be considered a post-effective amendment to the prior
Registration Statements.  The contents of the prior Registration Statements
are incorporated herein by reference.

                                   PART I

	Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.

                                   PART II

Item 3.  Incorporation of Documents by Reference.
____________________

	The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

	(a)	The Annual Report of the Company on Form 10-K for the fiscal year
ended September 1, 2000.

	(b)	The Definitive Proxy Statement dated December 15, 1999 for the
2000 Annual Meeting of Shareholders held January 12, 2000.

	(c)	The Quarterly Report of the Company on Form 10-Q for the quarter
ended December 1, 2000.

	(d)	The description of the Company's Common Stock as set forth in the
Company's Form S-3 Registration Statement filed October 12, 1995
(Registration No. 33-63373), including the supplemental
description on Form 8-A filed with the Commission on June 21,
1996 and any amendment or report filed for the purpose of
updating such description.

	All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
____________________

	Not applicable.

Item 5.  Interests of Named Experts and Counsel.
____________________

	Charles P. Moorse, Secretary of the Company, is a partner in Lindquist
& Vennum P.L.L.P., which is the law firm passing on the validity of the
securities issued under the Plan.

Item 6.  Indemnification of Directors and Officers.
____________________

	Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:

(1)	Has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred
by the person in connection with the proceeding with respect to
the same acts or omissions;

(2)	Acted in good faith;

(3)	Received no improper personal benefit and section 302A.255
(Director Conflicts of Interest), if applicable, has been
satisfied;

(4)	In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and

(5)	In the case of acts or omissions occurring in the official
capacity described in subdivision 1, paragraph (c), clause (1) or
(2), reasonably believed that the conduct was in the best
interests of the corporation, or in the case of acts or omissions
occurring in the official capacity described in subdivision 1,
paragraph (c), clause (3), reasonably believed that the conduct
was not opposed to the best interests of the corporation.  If the
person's acts or omissions complained of in the proceeding relate
to conduct as a director, officer, trustee, employee, or agent of
an employee benefit plan, the conduct is not considered to be
opposed to the best interests of the corporation if the person
reasonably believed that the conduct was in the best interests of
the participants or beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.
____________________

	Not applicable.

Item 8.  Exhibits.
____________________

Exhibit

4.1	   Sheldahl, Inc. 1994 Stock Plan, as amended, incorporated by referenced
       to Exhibit 4.1 to the Company's Registration Statement on Form S-8
       (File No. 333-42724) filed on August 1, 2000.

5.1	   Opinion and Consent of Lindquist & Vennum P.L.L.P.

23.1	  Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2	  Consent of Arthur Andersen LLP, independent public accountants

24.1	  Power of Attorney (set forth on the signature page hereof)

Item 9.  Undertakings.
____________________

(a)	The undersigned registrant hereby undertakes:

   	(1)	To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

       	(i)  To include any prospectus required by Section 10(a)(3) of
             the Securities Act of 1933;

      	(ii)  To reflect in the prospectus any facts or events arising
             after the effective date of the registration statement (or
             the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represents a fundamental
             change in the information set forth in the registration
             statement;

     	(iii)  To include any material information with respect to the
             plan of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

	(2)	That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(h)	Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person connected with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northfield, State of Minnesota, on
January 24, 2001.

					SHELDAHL, INC.

					By	/s/ Donald R. Friedman
					Donald R. Friedman, Chief Executive Officer

					By	/s/ Peter Duff
					Peter Duff, Vice President-Finance

                            POWER OF ATTORNEY

	The undersigned officers and directors of Sheldahl, Inc. hereby
constitute and appoint John D. Lutsi and Donald R. Friedman, or either of
them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for us
and in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitutes, may lawfully do
or cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
January 24, 2001 in the capacities indicated.

Signatures

/s/ John D. Lutsi
John D. Lutsi, Chairman of
the Board

/s/ Donald R. Friedman
Donald R. Frieman
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ Peter Duff
Peter Duff, Vice President-Finance
(Principal Financial and Accounting Officer)

/s/ Kenneth J. Roering
Kenneth J. Roering, Vice-Chairman of
the Board and Director

/s/ William B. Miller
William B. Miller, Director

/s/ Stuart A. Auerbach
Stuart A. Auerbach, Director

/s/ John G. Kassakian
John G. Kassakian, Director

/s/ Raymond Wieser
Raymond Wieser, Director