SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

Form 10-Q




(X)		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

	OR

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


	For Quarter Ended November 26, 1999	Commission File Number: 0-45


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



            	Minnesota	                            41-0758073
	(State or other jurisdiction of	       (IRS Employer Identification Number)
	incorporation or organization)


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


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


As of January 7, 2000, 11,613,020 shares of the Registrant's common stock were
outstanding.  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     YES:  X       NO:
<PAGE>


PART I: FINANCIAL INFORMATION


SHELDAHL, INC. AND SUBSIDIARY
	CONSOLIDATED STATEMENTS OF OPERATIONS
	Unaudited

                                          	Three Months Ended

                                     	November 26,      	November 27,
(in thousands,
except for per share data)               	1999             	1998


Net sales                              		$34,811         	$28,474
Cost of sales	                            30,054        	  25,767
                                      			_______	         _______

Gross profit	                              4,757         	  2,707
                                      			_______	         _______

Expenses:
Sales and marketing                       	2,091           	2,220
General and administrative                	2,231	           1,926
Research and development	                    921	             575
Interest                                    	916             	323
                                       		_______	         _______
Total expenses	                            6,159           	5,044
                                        	_______	         _______

Loss before income taxes                	(1,402)         	(2,337)

Benefit (provision) for income taxes	          -               	-
                                      			_______	         _______

Net loss before preferred dividends     	(1,402)         	(2,337)

Convertible preferred stock dividends	     (508)	           (654)
                                      			_______	         _______

Net loss applicable to common
shareholders                           	$(1,910)       	$ (2,991)
                            			          =======         	=======

Net loss per common share
- Basic and Diluted                    	$ (0.16)        	$ (0.29)
                                     				=======	         =======

Number of shares outstanding
- Basic and Diluted                      	11,613          	10,402
                                     				=======	         =======

The accompanying notes are an integral part of these statements.

<PAGE>


SHELDAHL, INC.
	CONSOLIDATED BALANCE SHEETS

                          	ASSETS

	unaudited
(In thousands)                     	  November 26,	     August 27,
                                         	1999            	1999
Current assets:
Cash and cash equivalents             	$  2,134        	 $  1,043
Accounts receivable, net	                23,854	           19,908
Inventories                             	18,561           	18,746
Other current assets                       	964              	593
                                      		_______          	_______
Total current assets	                    45,513         	  40,290
                                       	_______	          _______

Construction in progress                 	4,121	            3,399
Land and buildings                      	28,560	           28,560
Machinery and equipment	                126,578	          127,377
Less: accumulated depreciation	        (80,015)         	(76,491)
                                      		_______	          _______
Net plant and equipment                 	79,244           	82,845
                                       	_______	          _______

Other assets                               	924              	795
                                      		_______	          _______

                                    			$125,681         	$123,930
                                     			=======          	=======

             	LIABILITIES AND SHAREHOLDERS INVESTMENT

Current liabilities:
Current maturities of long-term debt  	$  3,468	         $  4,142
Accounts payable	                        11,122           	10,493
Accrued salaries                        	 1,562	            1,323
Other accrued liabilities                	5,886            	4,682
Restructuring reserves                   	2,055            	2,713
                                      		_______	          _______
Total current liabilities              	 24,093          	 23,353
                                       	_______	          _______

Long-term debt	                          32,295           	29,284

Restructuring reserves                   	2,386            	2,484

Other non-current liabilities            	3,464	            3,477
                                      		_______	          _______

Shareholders investment:
Convertible preferred stock	                 40               	40
Common stock	                             2,904            	2,903
Additional paid-in capital             	109,427          	109,407
Retained earnings	                     (48,928)       	  (47,018)
                                       	_______	          _______

Total shareholders' investment	          63,443	           65,332
                                       	_______	          _______

                                      	$125,681         	$123,930
                                       	=======	          =======

	The accompanying notes are an integral part of these statements.

<PAGE>


SHELDAHL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited

                                           		Three Months Ended

(in thousands)                         	November 26,     	November 27,
                                           	1999             	1998
Operating activities:
	Net loss applicable to common
     shareholders                       	$ (1,910)        	$ (2,991)
Adjustments to reconcile net loss
    to net cash used in operating activities:
Depreciation and amortization	               4,201            	3,888
Preferred stock dividends	                     508              	654

Net change in other operating activities:
Accounts receivable	                       (3,946)            	(831)
Inventories                                   	185            	(233)
Other current assets	                        (248)              	120
Other assets                                	(129)               	33
Accounts payable and accrued liabilities    	1,574	              265
Restructuring reserves                      	(750)          	(1,805)
Other non-current liabilities                	(13)               	31
                                          	_______	          _______

	Net cash used in operating activities	      (528)         	   (869)
                                        			_______	          _______

Capital expenditures, net	                   (722)	          (2,330)
                                        			_______	          _______

Financing activities:
Net borrowings under revolving
     credit facility	                        2,625            	4,876
Repayments of long-term debt              	(4,588)            	(773)
Borrowing of long-term debt                 	4,300                	-
Redemption of preferred stock, net	              -            	(837)
Stock options exercised	                         4	                -
                                         		_______	          _______

	Net cash provided by financing activities	  2,341	            3,266
                                        			_______	          _______

Net increase (decrease) in cash and
cash equivalents	                            1,091	               67

Cash and cash equivalents at
beginning of period	                         1,043	            1,005
                                        			_______	          _______

Cash and cash equivalents at end of period	$ 2,134	          $ 1,072
                                        			=======          	=======

Supplemental cash flow information:
Interest paid                              $   916	          $   790
                                         		=======	          =======
Income taxes paid                         	$    29          	$    65
                                         		=======	          =======

	The accompanying notes are an integral part of these statements.

<PAGE>


SHELDAHL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited


	These condensed and unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission.  In the opinion of management, these
condensed unaudited consolidated financial statements reflect all adjustments,
of a normal and recurring nature, necessary for a fair statement of the
interim periods, on a basis consistent with the annual audited financial
statements.  Certain information, accounting policies and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  Although these disclosures should be
considered adequate, the Company strongly suggests that these condensed
unaudited financial statements be read in conjunction with the financial
statements and summary of significant accounting policies and notes thereto
included in the Company's latest annual report on Form 10-K.

1)	Inventories, which are valued at the lower of first-in first-out cost or
market, consists of (in thousands):

                        	November 26, 1999	      August 27, 1999

Raw materials               	$ 7,429	                $ 6,635
Work-in-process	               5,806                  	7,751
Finished goods	                5,326	                  4,360
                            	_______	                _______
                            	$18,561	                $18,746
                            	=======	                =======

2)  Liquidity and Going Concern Matters

	During the three-year period ended August 27, 1999, the Company incurred,
principally from its Micro Products operations, cumulative net losses totaling
approximately $68.7 million, including restructuring and other charges of
$27.7 million.  During this three-year period, the Company used cash of
approximately $59.5 million supporting capital expenditures and approximately
$6.8 million for net operating activities.  The Company has financed these
transactions principally through equity and debt financing.

Cash requirements to fund restructuring charges taken during fiscal 1999
and 1998 are expected to be approximately $2.7 million in fiscal 2000 compared
to $5.0 million in fiscal 1999.  Fiscal 2000 capital expenditures for the
Company are planned at approximately $7.0 million, compared with $5.5 million
in fiscal 1999.  Debt repayments for fiscal 2000, including refinancing of the
Longmont facility, will be $3.8 million including $2.5 million on the bank
term facility and $1.0 million for various capital lease payments.

	The impact of anticipated fiscal 2000 operating losses, tighter borrowing
levels pursuant to its amended debt agreements and the uncertainty of the
timing of sales growth from the Company's Micro Products business places
significant pressure on the cash reserves of the Company.  Cash flow
projections based on the Company's operating plan for fiscal 2000 reflect an
increased level of cash flow from operations during the first half of the year
with increasing demand for cash later in the fiscal year as working capital
expands to support projected sales growth.  The Company believes this growth
in working capital can be supported under its current credit agreement,
although there will be intervals of time where borrowing capacity under its
debt agreements will be severely reduced.  The inability of the Company to i)
obtain sufficient, substantial production orders and sales for Micro Product's
ViaThin in the range of $10 to $12 million; ii) improve operating results in
Micro Products for fiscal 2000; iii) achieve operating performance from the
Company's Core Business at or above fiscal 1999 levels; iv) achieve other cost
or productivity improvements included in the Company's fiscal 2000 budget and
v) maintain adequate liquidity to fund normal operations would result in the
Company being out of compliance with certain of its debt covenants thereby
allowing the Company's lenders to require full repayment of the outstanding
borrowings under the Company's credit agreement and/or leave the Company in a
cash reserve position that would require additional capital to fund
operations.  These matters raise substantial doubt about the Company's ability
to continue as a going concern.   Management has and will continue to
implement operational measures designed to assist the Company in achieving its
fiscal 2000 budget and cash flow objectives.  Should any of the matters
discussed above ultimately occur, management believes the Company could obtain
the necessary additional new capital, including the issuance of additional new
debt or additional new equity financing to fund operations.  However, there
can be no assurance that the Company will be successful in achieving its
projected operating results for fiscal 2000, in meeting its quarterly debt
covenants during fiscal 2000 or in its attempt to issue additional debt or to
raise additional capital on terms acceptable to the Company.

	On October 21, 1999, the Board of Directors of the Company established a
Special Committee consisting of Kenneth J. Roering (Chairman), Dennis M.
Mathisen and Gerald E. Magnuson.  The objective of the Special Committee is to
evaluate options and to make recommendations to the Board with respect to
various strategic alternatives intended to maximize shareholder value.  Mr.
Mathisen has resigned from the Board of Directors.  Messrs. Roering and
Magnuson are currently directors of the Company.

3)  Restructuring Expenses

In February 1999, the Company recorded a charge of $3.1 million for
separation costs incurred in reducing its salaried work force.  This charge
was increased by $0.5 million in August 1999.  The restructuring costs provide
for approximately $2.0 million for severance and early retirement salary costs
and approximately $1.6 million for medical, dental and other benefits being
provided to the affected individuals.  Approximately 46 people were affected
by this action.  The fiscal 1999 restructuring costs are in addition to the
$8.5 million of similar costs charged to operations in fiscal 1998.  As of
November 26, 1999, approximately $0.8 million has been charged to the
aforementioned restructuring reserve and by November 26, 1999, 43 employees
had terminated employment with the Company.

	In February 1998, a restructuring charge of $4.0 million was recorded
related to the culmination of the Company's business re-engineering initiative
that began two years ago.  Due to significant productivity benefits resulting
from the initiative, the Company is reducing the size of its salaried
workforce.  The resulting workforce reduction involves layoffs, early
retirement offerings, reassignments and reclassifications of positions.  The
restructuring costs provide for approximately $2.5 million for severance and
early retirement salary costs, approximately $1.3 million for medical, dental
and other benefits being provided to the affected individuals, and
approximately $0.2 million for outplacement and other costs.  Approximately 73
jobs were affected by this action.

	In May 1998, an additional restructuring charge of $4.5 million was
recorded and subsequently reduced by $0.5 million in May 1999.  This
restructuring charge relates to the closing of the Company's Aberdeen, South
Dakota assembly facility and reducing its Northfield production workforce.
The restructuring costs provide for approximately $1.4 million for severance
costs, approximately $0.4 million for medical, dental and other benefits being
provided to the affected individuals and approximately $2.2 million for
equipment disposal, losses related to the closure of the Aberdeen facility,
outplacement and other costs.  Approximately 196 jobs were affected by this
action.

	Both 1998 aforementioned restructuring charges were related to the
Company's efforts to decrease cost and increase throughput.  As of November
26, 1999, approximately $5.8 million had been charged to the Company's
restructuring reserves and by November 1999, 269 employees had terminated
employment with the Company related to the fiscal 1998 restructuring actions.

4)	Segment Reporting

	The following is a summary of certain financial information relating to
the two segments for the three months ended as follows:

                          	November 26,	      November 27,
                              	1999	              1998
Total sales by segment:

	Core Business              	$ 33,591          	$ 28,329
	Micro Products                	1,220               	145
                            		_______	           _______
	Total company sales	          34,811           	 28,474
                            		_______	           _______

Operating Profit (loss) by segment:

	Core Business:
	Before corporate allocation   	4,339             	4,377
	Corporate cost allocation     	1,836             	1,538
	Interest expense	                751               	258
                            		_______	           _______
	Total                         	1,752             	2,581
                            		_______	           _______

	Micro Products:
	Before corporate allocation 	(2,583)           	(4,466)
	Corporate cost allocation	       406               	387
	Interest expense                	165                	65
                            		_______	           _______
	Total	                       (3,154)          	 (4,918)
                            		_______	           _______

Total segments operating
 losses	                      (1,402)          	 (2,337)
                            		=======	           =======

Sales by product line:

	Laminate material           	$ 8,638           	$ 6,218
	ViaThin	                       1,220	               144
	Novaflex HD                   	9,842	             7,888
	Novaflex VHD                  	1,514               	600
	Flexbase interconnects       	13,597            	13,623
                            		_______	           _______
                           		$ 34,811          	$ 28,473
                            		=======	           =======
<PAGE>


SHELDAHL, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED OPERATING RESULTS AND FINANCIAL CONDITION

Three Months Ended November 26, 1999 and November 27, 1998


SALES
_______________

	The Company's net sales increased $6.3 million, or 22%, to $34.8 million
for the three months ended November 26, 1999, as compared to the same period
one year ago.  Core Business sales increased $5.2 million, or 19%, to $33.6
million while Micro Products sales increased $1.1 million when compared to
Quarter one of fiscal 1999.  The increased sales were principally realized
from the Company's family of Novacladr products - ViaThinr, Novaflexr HD and
Novaflexr VHD - for applications serving the Datacom market.

	Core Business sales for the three months ended November 26, 1999 to the
automotive market increased 3.2% to $20.7 million and represents 60% of total
Company sales.  Datacom sales for the same period increased $5.6 million, or
142%, to $9.5 million.  Datacom sales represent 27% of total Company sales of
which $8.3 million is from the Core Business segment and $1.2 million is from
the Micro Products segment.

	Sales to the Company's other markets totaled $4.6 million, or 13%, of
total Company revenue reflecting a modest increase of $0.1 million, or 3%,
from the same period one year ago.

	The table below summarizes the Company's sales by market.

                        	Three Months Ended

                    	November 26,	  November 27,	   Gross	         %
	 Market	               1999	          1998        	Change      	Change

Automotive           	$20,716       	$20,081	       $   635       	3.2%
Datacom	                9,487         	3,922	         5,565     	141.9%
Aerospace/Defense	      1,837         	1,591	           246      	15.5%
Industrial	             1,785	         2,124         	(339)    	(16.0%)
Consumer                 	986           	756           	230      	30.4%
                     	_______	       _______	       _______	    _______
                     	$34,811	       $28,474	        $6,337	      22.2%
                     	=======	       =======	       =======	    =======

GROSS PROFIT
_______________

	Gross profit increased $2.0 million to 13.7% of sales for the three
months ended November 26, 1999 compared to the same period one year ago.  As
reflected in the chart below, Micro Products gross loss was reduced nearly in
half to $1.9 million compared to $3.7 million for the same period one year
ago.  Increased sales, reduced direct material usage in relation to sales and
reduced fixed costs positively impacted gross loss.  The Core Business gross
profit increased $0.2 million resulting in a gross profit percent to sales of
19.7% compared to 22.5% for the same period one year ago.  This reflected a
less profitable sales mix with higher material costs as a percent of sales.
Additionally, conversion costs consisting of direct labor and factory cost of
sales for the Core Business product lines increased $1.4 million when compared
to the same period one year ago with freight costs being a major part of the
increase.


                    	November 26, 1999	             November 27, 1998

                	Core     	Micro     	Total	     Core	     Micro     	Total
              	Business  	Products  	Company  	Business  	Products  	Company

Sales          	$33,591	  $ 1,220   	$34,811 	  $28,329	   $   145	  $28,474
Cost of sales   	26,980	    3,074	    30,054	    21,950	     3,817	   25,767
Gross profit     	6,611	  (1,854)     	4,757	     6,379   	(3,672)    	2,707
% of sales       	19.7%	      N/A     	13.7%     	22.5%       	N/A     	9.5%


OTHER EXPENSES
_______________

	The Company's expenses excluding interest increased $0.5 million, or 11%,
from $4.7 million for the three months ended November 27, 1998 to $5.2 million
for the quarter ended November 26, 1999.  Increased depreciation expenses for
the Company's information technology upgrade fully deployed in the second half
of fiscal 1999 and increased expenses for development efforts related to
product for the Core Business automotive joint venture - Origin - were the
principle areas contributing to this increase.

	During the quarter, increased borrowing and higher interest rates on the
Company's credit and security agreement with its bank group increased gross
interest expense $0.2 million.  Reflecting reduced capital spending
capitalized interest declined nearly $0.4 million for the three months ended
November 26, 1999 when compared to the same period one year ago.  As a result,
net interest expense rose $0.6 million or 182% to $0.9 million compared to the
same period one year ago.

	Interest costs and activities for the noted period are detailed below:

                      	Three Months Ended	   Three Months Ended
                       	November 26, 1999    	November 27, 1998    	Change
(in thousands)
Gross interest expense	      $  985                	$  799         	$ 186
Capitalized interest          	(69)                 	(476)	           407
                           	_______	               _______	       _______
Net interest	                $  916	                $  323	         $ 593
                           	=======	               =======	       =======


INCOME TAXES
_______________

	In May 1998, based upon restructuring charges, write-offs and continued
losses at the Company's Longmont, Colorado facility, management provided a
valuation allowance for its net deferred tax assets.  This resulted in a $3.0
million charge to income during fiscal 1998.  Since that time, the Company has
not and will not reflect in immediate future periods any tax provision or
benefit until such net deferred tax assets are offset by reported pretax
profits or that the degree of certainty increases as to the future profit
performance of the Company to allow for the reversal of the valuation
allowance.

FINANCIAL CONDITION
_______________

	On November 16, 1999, the Company refinanced its outstanding secured real
estate loan.  The new $4.3 million, ten-year secured real estate mortgage
carries an interest rate of 8.53% and requires the Company to meet certain
performance and reporting covenants.  Annual principal payments and interest
under the new secured loan will be $417,000 versus $1.3 million on the
existing loan.  Concurrent with the closing of this refinancing, the Company
fully satisfied the $3.6 million secured real estate loan plus accrued and
unpaid interest that was outstanding to the lender.  The net effect of this
refinancing enhanced fiscal 2000 liquidity by $0.9 million by reducing debt
payments by approximately $0.4 million and interest payments by approximately
$0.5 million.

	The Company's 1998 three-year credit agreement with a group of lenders
lead by Norwest Bank, N.A., as agent, consists of a working capital revolver
of $25 million based on levels of working capital and a term facility of $16
million based on the Company's fixed assets.  As of August 27, 1999, the
amount available to borrow on the revolver was approximately $6.6 million
based on a $18.3 million borrowing base on the revolver.  The term facility of
$16 million has an outstanding balance as of the end of the fiscal year of
$14.4 million with monthly repayments of $205,000 through May 2001.  On
November 8, 1999, the Company's borrowing available under the working capital
portion of its 1998 credit facility was reduced.  This change was initiated by
the Company's lenders in conjunction with a waiver issued by the lenders
related to the Company's failure to achieve certain quarterly financial ratios
and the Company's current level of borrowing under the working capital
revolver related to its events of non-compliance. Under the $25 million
working capital revolver, the Company has the ability to borrow based on the
levels of accounts receivable and inventory, which establishes a borrowing
base.  As of January 4, 2000, the Company's reduced borrowing base was $14.7
million.  Actual borrowing under this working capital revolver was $10.7
million as of January 7, 2000 and the amount available to borrow was $4.0
million (see Capital Reserves).  The applicable interest rate on the loan
effective October 1, 1999 and November 26, 1999 was 10.25% and 10.50%,
respectively.

	Capital Reserves.  	Since fiscal 1995, the Company has invested
significantly in new plant and equipment providing manufacturing capacity to
deliver its patented Novacladr-based line of products to both existing and new
customers.  This included building and equipping a facility in Longmont,
Colorado, to manufacture substrates for integrated circuit (IC) packages.
This capital expenditure was funded by a series of equity offerings commencing
in June 1994 through March 1999, raising $100.5 million.  The longer than
expected period of time to achieve full product and market acceptance has
resulted in greater losses generated from an under-utilized manufacturing
facility and its supporting workforce.  At the Longmont facility, the Company
manufactures ViaArrayr and ViaThin - both Novaclad-based substrates for IC
packages, plus the Company's Novaflex VHD product targeted at the high-end
disc drive market.  Sheldahl received its initial volume order for the VHD
product line in October 1998.  The Company's fiscal 1999 sales volume from
Novaflex VHD was $5.6 million.  Additionally, the base material for the
Company's Novaflex HD is also produced in the Longmont facility.  For all of
fiscal 1999, $41.2 million of Novaclad based product was produced all or in
part at the Longmont facility.

	As of the end of fiscal 1999, the Longmont facility was operating at
approximately 20% of stated production capacity with projected breakeven at
40% - 60% of factory utilization or approximately $24 - $26 million of annual
revenue of ViaThin and ViaArray products plus related volume of the Novaflex
HD and VHD product lines.  Breakeven volume at the Longmont facility is not
expected until fiscal 2000 at the earliest.  Overall, the Longmont
manufacturing operation is estimated to have between a $2.5 million to $3.0
million negative impact on operating cash flow in fiscal 2000.

	During the three-year period ended August 27, 1999, the Company incurred,
principally at its Micro Products operations, cumulative net losses totaling
approximately $68.7 million, including restructuring and other charges of
$27.7 million.  During this three-year period, the Company used cash of
approximately $59.5 million supporting capital expenditures and approximately
$6.8 million for net operating activities.  The Company has financed these
transactions principally through equity and debt financing.

Cash requirements to fund restructuring charges taken during fiscal 1999
and 1998 are expected to be approximately $2.7 million in fiscal 2000 compared
to $5.0 million in fiscal 1999.  Fiscal 2000 capital expenditures for the
Company are planned at approximately $7.0 million, compared with $5.5 million
in fiscal 1999.  Debt repayments for fiscal 2000, including refinancing of the
Longmont facility, will be $3.8 million including $2.5 million on the bank
term facility and $1.0 million for various capital lease payments.

	For the three month period ended November 26, 1999, the Company improved
its operating performance with cash flow from operations excluding restructure
payment with a positive $0.22 million and met financial covenants established
by its bank group.  Capital spending for the three months ended November 26,
1999 was $0.7 million or $1.6 million below the same period one year ago.

	Net working capital increased to $21.4 million over the three months
ended November 26, 1999 from $16.9 million as of August 27, 1999.  An increase
in the Company's accounts receivable increased $4.0 million, reflecting
greater sales growth in the first quarter of fiscal 2000.


YEAR 2000 DISCLOSURE
_______________

	As of January 7, 2000, the Company has not experienced any negative
material event related to the Y2K issue.


NEW ACCOUNTING PRONOUNCEMENTS
_______________

	In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities,"
effective for years beginning after June 15, 2000.  SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument,
including certain derivative instruments embedded in other contracts, be
recorded in the balance sheet as either an asset or liability measured at its
fair value.  SFAS No. 133 requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge criteria are met.
Special accounting for qualifying hedges allow a derivative's gains or losses
to offset related results on the hedged item in the income statement and
requires that a company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting.  The Company has
not yet quantified the impacts of adopting SFAS No. 133 and has not yet
determined the timing or method of adoption.

CAUTIONARY STATEMENT
_______________

	Statements included in this management's discussion and analysis of
financial condition and results of operations, in the letter to shareholders,
elsewhere in this Form 10-K, in the Company's annual report, and in future
filings by the Company with the Securities and Exchange Commission, in the
Company's press releases, and oral statements made with the approval of an
authorized executive officer that are not historical, or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.  Certain risks and
uncertainties could cause actual results to differ materially from historical
earnings and those presently anticipated or projected.  The Company wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.  The following important
factors, among others, in some cases have affected and in the future could
affect the Company's actual financial performance and cause it to differ
materially from that expressed in any forward-looking statement:  (i) the
Company's ability to begin full volume production at its Micro Products
facility is dependent upon final qualification by the Company's customers and,
in some cases, their customers, of ViaThin as well as the ability of its
production equipment to produce sufficient quantities of product at acceptable
quality levels; (ii) delays in achieving full volume production at the Micro
Products facility will have a material adverse impact on the Company's results
of operations and liquidity position; (iii) a general downturn in the
automotive market, the Company's principal market, could have a material
adverse effect on the demand for the electronic components supplied by the
Company to its customers; (iv) the company's ability to continue to make
significant capital expenditures for equipment, expansion of operations, and
research and development is dependent upon funds generated from operations and
the availability of capital from other sources; (v) the extremely competitive
conditions that currently exist in the automotive and datacommunications
markets are expected to continue, including development of new technologies,
the introduction of new products, and the reduction of prices; (vi) the
Company fails to achieve levels of sales growth and operational performance
that sustains sufficient cash flow to operate the business and satisfy
existing covenants with the Company's lenders; and  (vii) interruptions in the
Company's operations or those of any of its suppliers or major customers as
such may be caused by problems arising from the Year 2000.  The foregoing list
should not be construed as exhaustive and the Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect the events or
circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
<PAGE>


PART II - OTHER INFORMATION


SHELDAHL, INC. AND SUBSIDIARY
FORM 10-Q


Item 6.	Exhibits and Reports on Form 8-K

A)	Exhibits

27	Financial data schedule


B)	Reports on Form 8-K

		None.

<PAGE>


	SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


SHELDAHL, INC.
(Registrant)



Dated:  January 10, 2000	         By:  	/s/ Edward L. Lundstrom
                                        President and
                                        Chief Executive Officer


Dated:  January 10, 2000	         By:	  /s/ Jill D. Burchill
                                        Vice President and
                                        Chief Financial Officer
<PAGE>