Exhibit 10.1


November 17, 1997


Sheldahl, Inc.
1150 Sheldahl Road
P.O. Box 170
Northfield, MN 55057
Attention:  John V. McManus

Dear Mr. McManus:

Sheldahl, Inc., (the Borrower), Norwest Bank Minnesota, National 
Association (Norwest), Harris Trust and Savings Bank (Harris), and NBD Bank 
(NBD, together with Norwest and Harris, the Lenders) have entered into an 
Amended and Restated Credit and Security Agreement dated as of November 24, 
1993, as amended by a First Amendment to Amended and Restated Credit and 
Security Agreement dated as of December 2, 1993, a Second Amendment to Amended 
and Restated Credit and Security Agreement dated as of May 12, 1994, a Third 
Amendment to Amended and Restated Credit and Security Agreement dated as of 
January 24, 1995, a Fourth Amendment to Amended and Restated Credit and 
Security Agreement dated as of January 29, 1996, a Fifth Amendment to Amended 
and Restated Credit and Security Agreement dated as of March 12, 1996, a Sixth 
Amendment to Amended and Restated Credit and Security Agreement dated as of 
November 1, 1996, and a Seventh Amendment to Amended and Restated Credit and 
Security Agreement dated as of April 4, 1997 (as amended, the Credit 
Agreement).  Capitalized terms used in this letter but not defined herein 
shall have the meanings given to them in the Credit Agreement.

The Borrower has requested that the Lenders amend certain terms of 
the Credit Agreement and waive certain defaults under the Credit Agreement.  
The Lenders are willing to do so on the terms and conditions of this letter 
amendment.

The Credit Agreement is amended as follows:

1.	Section 1.1 of the Credit Agreement is hereby amended by 
amending and restating in its entirety the following definition:

Maturity Date means (i) December 31, 1998, with respect to 
Facility A and (ii) March 31, 1998, with respect to Facility B.

The Borrower is in Default with respect to the following Sections 
of the Credit Agreement (the Defaults):

2.	Under the definition of Capital Expenditure Limit in Section 
1.1, within sixty (60) days after the end of each fiscal year, the 
Borrower and the Required Lenders are to agree, in writing, upon the 
appropriate level of Capital Expenditures for the immediately succeeding 
fiscal year.  As of the date hereof, the Borrower and the Required 
Lenders have not reached such an agreement.

3.	Under Section 6.15, within sixty (60) days after the end of 
each fiscal year, the Borrower and the Required Lenders are to agree, in 
writing, upon the appropriate level of Net Income for the immediately 
succeeding fiscal year.  As of the date hereof, the Borrower and the 
Required Lenders have not reached such an agreement.

4.	Under Section 7.11, the Capital Expenditure Limit for the 
Borrower during any fiscal year is set at a maximum amount of 
$33,000,000.  The actual Capital Expenditures by the Borrower during the 
fiscal year ended August 29, 1997, were $33,942,000.

Upon the terms and subject to the conditions set forth in this 
letter, the Lenders hereby waive the Defaults.  This waiver shall be effective 
only in this specific instance and for the specific purpose for which it is 
given.  This waiver shall not be deemed to be a waiver of any other default or 
Event of Default now existing or hereafter arising under the Credit Agreement.  
This waiver shall not entitle the Borrower to any other or further waiver in 
any similar or other circumstances.

The Borrower and the Lenders agree to establish, in writing, the 
appropriate level of both Capital Expenditures and Net Income, for the fiscal 
year ending August 28, 1998, on or before December 15, 1997.  The Borrower and 
the Lenders agree that the Lenders may, in their discretion, declare an Event 
of Default if such levels are not established by such date.

Except as otherwise provided in this letter, the Credit Agreement 
and the other Loan Documents remain in full force and effect in accordance 
with their original terms.
				Very truly yours,

				NORWEST BANK MINNESOTA, 
				NATIONAL ASSOCIATION


				HARRIS TRUST AND SAVINGS BANK


				NBD BANK



ACKNOWLEDGED AND ACCEPTED 
THIS 17TH DAY OF NOVEMBER, 1997.
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