As filed with the Securities and Exchange Commission on November 21, 1997.
	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.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
____________________________
Copy to:
James E. Donaghy	              					Charles P. Moorse
President						                    	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,    	 250,000 shares    	$17.31    	$4,327,500  	$1,312
$.25 par value,
to be issued pursuant
to Sheldahl, Inc. Employee Stock Purchase 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 
November 18, 1997.


	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:

(a)	The Annual Report of the Company on Form 10-K for the fiscal year ended 
August 30, 1996.

(b)	The Definitive Proxy Statement dated November 27, 1996 for the 1997 Annual 
Meeting of Shareholders held January 8, 1997.

(c)	The Quarterly Reports of the Company on Form 10-Q for the quarters ended 
November 29, 1996, February 28, 1997 and May 30, 1997.

(d)	The description of the Company's Common Stock as set forth in the 
Company's Form S-2 Registration Statement dated June 22, 1994 (Registration 
No. 33-79266), including 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 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. Employee Stock Purchase Plan

5.1	Opinion 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 Company hereby undertakes to:

(1)	File, during any period in which offers or sells securities, a post-
effective amendment to this registration statement to:

(i)	Include any prospectus required by section 10(a)(3) of the Securities Act 
of 1933;

(ii)	Reflect in the prospectus any facts or events which, individually or 
together, represent a fundamental change in the information in the 
registration statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission 
pursuant to Rule 424(b) under the Securities Act of 1933 if, in the 
aggregate, the changes in volume and price represent no more than a 20% 
change in the maximum aggregate offering price set forth in the 
Calculation of Registration Fee table in the effective registration 
statement; and

(iii)	Include any additional or changed material information on the plan of 
distribution.


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)	For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities 
offered, and the offering of the securities at that time to be the initial 
bona fide offering.

(3)	File a post-effective amendment to remove from registration any of the 
securities that remain unsold at the end of the offering.

(b)	The Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Companys 
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit 
plans annual report pursuant to 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.

(e)  Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (the Act) may be permitted to directors, officers, and 
controlling persons of the small business issuer pursuant to the foregoing 
provisions, or otherwise, the small business issuer 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 small business 
issuer of expenses incurred or paid by a director, officer or controlling 
person of the small business issuer in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling 
person in connection with the securities being registered, the small 
business issuer 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 November 21, 1997.

SHELDAHL, INC.


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


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 
November 21, 1997 in the capacities indicated.

Signature


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

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

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

/s/ Richard S. Wilcox
Richard S. Wilcox, Director

/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": "333-40719", "film-number": "97725730"}, "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 November 21, 1997.
	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.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
____________________________
Copy to:
James E. Donaghy	              					Charles P. Moorse
President						                    	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,    	 250,000 shares    	$17.31    	$4,327,500  	$1,312
$.25 par value,
to be issued pursuant
to Sheldahl, Inc. Employee Stock Purchase 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 
November 18, 1997.

	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:

(a)	The Annual Report of the Company on Form 10-K for the fiscal year ended 
August 30, 1996.

(b)	The Definitive Proxy Statement dated November 27, 1996 for the 1997 Annual 
Meeting of Shareholders held January 8, 1997.

(c)	The Quarterly Reports of the Company on Form 10-Q for the quarters ended 
November 29, 1996, February 28, 1997 and May 30, 1997.

(d)	The description of the Company's Common Stock as set forth in the 
Company's Form S-2 Registration Statement dated June 22, 1994 (Registration 
No. 33-79266), including 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 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. Employee Stock Purchase Plan

5.1	Opinion 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 Company hereby undertakes to:

(1)	File, during any period in which offers or sells securities, a post-
effective amendment to this registration statement to:

(i)	Include any prospectus required by section 10(a)(3) of the Securities Act 
of 1933;

(ii)	Reflect in the prospectus any facts or events which, individually or 
together, represent a fundamental change in the information in the 
registration statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission 
pursuant to Rule 424(b) under the Securities Act of 1933 if, in the 
aggregate, the changes in volume and price represent no more than a 20% 
change in the maximum aggregate offering price set forth in the 
Calculation of Registration Fee table in the effective registration 
statement; and

(iii)	Include any additional or changed material information on the plan of 
distribution.

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)	For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities 
offered, and the offering of the securities at that time to be the initial 
bona fide offering.

(3)	File a post-effective amendment to remove from registration any of the 
securities that remain unsold at the end of the offering.

(b)	The Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Companys 
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit 
plans annual report pursuant to 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.

(e)  Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 (the Act) may be permitted to directors, officers, and 
controlling persons of the small business issuer pursuant to the foregoing 
provisions, or otherwise, the small business issuer 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 small business 
issuer of expenses incurred or paid by a director, officer or controlling 
person of the small business issuer in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling 
person in connection with the securities being registered, the small 
business issuer 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 November 21, 1997.

SHELDAHL, INC.

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

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 
November 21, 1997 in the capacities indicated.

Signature

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

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

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

/s/ Richard S. Wilcox
Richard S. Wilcox, Director

/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