As filed with the Securities and Exchange Commission on March 2, 1998.
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:
James E. Donaghy						                       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,	   200,000 shares(2)	 $15.375	      $3,075,000	      $908
$.25 par value,
to be issued pursuant
to Sheldahl, Inc.
1994 Stock Plan
	
(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 Companys Common Stock on the Nasdaq National 
Market on February 25, 1998.
(2)	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) 
and 200,000 shares are being registered herewith.
<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 (ASEC@) on April 12, 1995 covering the 
registration of 600,000 shares initially authorized for issuance under the 
Companys 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.  Pursuant to General Instruction 
E of Form S-8 and Rule 429, this Registration Statement is being filed to 
register an additional 200,000 shares authorized under the Plan.  An amendment 
to the Plan to increase the reserved and authorized number of shares under the 
Plan by 200,000 was authorized by the Companys Board of Directors on August 19, 
1997 and such amendment was approved by the Companys shareholders on January 
14, 1998.  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 August 29, 1997, as amended by Amendment No. 1 on Form 10-K/A 
filed January 16,1998.

(b)	The Definitive Proxy Statement dated December 5, 1997 for the 1998 
Annual Meeting of Shareholders held January 14, 1998.

(c)	The Quarterly Reports of the Company on Form 10-Q for the quarter 
ended November 28, 1997.

(d)	The description of the Company's Common Stock as set forth in the 
Companys 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.

Gerald E. Magnuson, Secretary of the Company, is Of Counsel with 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 persons 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

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 
registrants 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 February 27, 1998.

SHELDAHL, INC.


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


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

POWER OF ATTORNEY

The undersigned officers and directors of Sheldahl, Inc. hereby constitute 
and appoint James E. Donaghy and Gerald E. Magnuson, 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 
February 27, 1998 in the capacities indicated.

Signature

/s/ James S. Womack        	
James S. Womack, Chairman of the Board

/s/ James E. Donaghy		
James E. Donaghy, 
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ Edward L. Lundstrom		
Edward L. Lundstrom, President

/s/ John V. McManus		
John V. McManus, Vice
President - Finance
(Principal Financial and
Accounting Officer)

/s/ Kenneth J. Roering		
Kenneth J. Roering, Director

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

/s/ Gerald E. Magnuson		
Gerald E. Magnuson, Director

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

/s/ Beekman Winthrop		
Beekman Winthrop, 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": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47183", "film-number": "98554976"}, "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 March 2, 1998.
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:
James E. Donaghy						                       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,	   200,000 shares(2)	 $15.375	      $3,075,000	      $908
$.25 par value,
to be issued pursuant
to Sheldahl, Inc.
1994 Stock Plan
	
(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 Companys Common Stock on the Nasdaq National 
Market on February 25, 1998.
(2)	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) 
and 200,000 shares are being registered herewith.
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 (ASEC@) on April 12, 1995 covering the 
registration of 600,000 shares initially authorized for issuance under the 
Companys 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.  Pursuant to General Instruction 
E of Form S-8 and Rule 429, this Registration Statement is being filed to 
register an additional 200,000 shares authorized under the Plan.  An amendment 
to the Plan to increase the reserved and authorized number of shares under the 
Plan by 200,000 was authorized by the Companys Board of Directors on August 19, 
1997 and such amendment was approved by the Companys shareholders on January 
14, 1998.  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 August 29, 1997, as amended by Amendment No. 1 on Form 10-K/A 
filed January 16,1998.

(b)	The Definitive Proxy Statement dated December 5, 1997 for the 1998 
Annual Meeting of Shareholders held January 14, 1998.

(c)	The Quarterly Reports of the Company on Form 10-Q for the quarter 
ended November 28, 1997.

(d)	The description of the Company's Common Stock as set forth in the 
Companys 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.

Gerald E. Magnuson, Secretary of the Company, is Of Counsel with 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 persons 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

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 
registrants 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 February 27, 1998.

SHELDAHL, INC.

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

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

POWER OF ATTORNEY

The undersigned officers and directors of Sheldahl, Inc. hereby constitute 
and appoint James E. Donaghy and Gerald E. Magnuson, 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 
February 27, 1998 in the capacities indicated.

Signature

/s/ James S. Womack        	
James S. Womack, Chairman of the Board

/s/ James E. Donaghy		
James E. Donaghy, 
Chief Executive Officer (Principal
Executive Officer) and Director

/s/ Edward L. Lundstrom		
Edward L. Lundstrom, President

/s/ John V. McManus		
John V. McManus, Vice
President - Finance
(Principal Financial and
Accounting Officer)

/s/ Kenneth J. Roering		
Kenneth J. Roering, Director

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

/s/ Gerald E. Magnuson		
Gerald E. Magnuson, Director

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

/s/ Beekman Winthrop		
Beekman Winthrop, Director