As filed with the Securities and Exchange Commission on April 12,
     1995
             Registration No. 33-                      
     
     
           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 jurisdic-           (I.R.S. Employer
     tion of incorporation               Identification No.)
       or organization)
     
                        1150 Sheldahl Road
              Northfield, Minnesota  55057
     (Address of Principal Executive Offices and zip code)
     
              ____________________________
     
                     SHELDAHL, INC.
                    1994 STOCK PLAN
                (Full title of the Plan)
              ____________________________
     
                    James E. Donaghy
                       President
                     Sheldahl, Inc.
                   1150 Sheldahl Road
                 Northfield, MN  55057
                     (507) 663-8000
             (Name, address, including zip
               code and telephone number 
                 of agent for service)
     
                        Copy to:
     
                   Charles P. Moorse
              Lindquist & Vennum P.L.L.P.
                    4200 IDS Center
                 Minneapolis, MN  55402
                     (612) 371-3211
                                          
     
            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    Price               Fee
     
     
     Common
     Stock,      600,000 shares  $14.875(1)  $8,925,000(1)      $3,077.58
     $0.25 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 April 12,
              1995.
     
     
                         PART I
     
         Pursuant to the Note 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 2, 1994.
     
         (b)  The Definitive Proxy Statement dated November 29, 1994
     for the 1995 Annual Meeting of Shareholders.
     
         (c)  The Quarterly Report on Form 10-Q for the quarter ended
     December 2, 1994.
     
         (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
     
     5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
              as to the legality of the common stock
              offered pursuant to the stock plan
              referred to herein
     
     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     A power of attorney is set forth on the signature page of the
              Registration Statement.
     
     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 March 31, 1995.
     
                             SHELDAHL, INC.
     
     
                             By   /s/ James E. Donaghy, President
                                  __________________________
                                  James E. Donaghy, President
     
     
                   POWER OF ATTORNEY
     
         The undersigned officers and directors of Sheldahl, Inc.
     hereby constitute and appoint James E. Donaghy and John V. McManus,
     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 March 31, 1995 in the capacities indicated.
     
Signature


/s/James E. Donaghy, President
_________________________
James E. Donaghy, President,
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



_________________________
John G. Kassakian, Director


/s/Beekman Winthrop
_________________________
Beekman Winthrop, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14729}]
{"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": "033-58549", "film-number": "95528248"}, "business-address": {"street1": "1150 SHELDAHL RD", "city": "NORTHFIELD", "state": "MN", "zip": "55057", "phone": "5076638000"}, "former-company": {"former-conformed-name": "SCHJELDAHL G T CO", "date-changed": "19741017"}}
As filed with the Securities and Exchange Commission on April 12,
     1995
             Registration No. 33-                      
     
     
           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 jurisdic-           (I.R.S. Employer
     tion of incorporation               Identification No.)
       or organization)
     
                        1150 Sheldahl Road
              Northfield, Minnesota  55057
     (Address of Principal Executive Offices and zip code)
     
              ____________________________
     
                     SHELDAHL, INC.
                    1994 STOCK PLAN
                (Full title of the Plan)
              ____________________________
     
                    James E. Donaghy
                       President
                     Sheldahl, Inc.
                   1150 Sheldahl Road
                 Northfield, MN  55057
                     (507) 663-8000
             (Name, address, including zip
               code and telephone number 
                 of agent for service)
     
                        Copy to:
     
                   Charles P. Moorse
              Lindquist & Vennum P.L.L.P.
                    4200 IDS Center
                 Minneapolis, MN  55402
                     (612) 371-3211
                                          
     
            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    Price               Fee
     
     
     Common
     Stock,      600,000 shares  $14.875(1)  $8,925,000(1)      $3,077.58
     $0.25 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 April 12,
              1995.
     
     
                         PART I
     
         Pursuant to the Note 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 2, 1994.
     
         (b)  The Definitive Proxy Statement dated November 29, 1994
     for the 1995 Annual Meeting of Shareholders.
     
         (c)  The Quarterly Report on Form 10-Q for the quarter ended
     December 2, 1994.
     
         (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
     
     5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
              as to the legality of the common stock
              offered pursuant to the stock plan
              referred to herein
     
     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     A power of attorney is set forth on the signature page of the
              Registration Statement.
     
     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 March 31, 1995.
     
                             SHELDAHL, INC.
     
     
                             By   /s/ James E. Donaghy, President
                                  __________________________
                                  James E. Donaghy, President
     
     
                   POWER OF ATTORNEY
     
         The undersigned officers and directors of Sheldahl, Inc.
     hereby constitute and appoint James E. Donaghy and John V. McManus,
     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 March 31, 1995 in the capacities indicated.
     
Signature

/s/James E. Donaghy, President
_________________________
James E. Donaghy, President,
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

_________________________
John G. Kassakian, Director

/s/Beekman Winthrop
_________________________
Beekman Winthrop, Director