AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SHELDAHL, INC.



ARTICLE I

	The name of this corporation shall be Sheldahl, Inc.

ARTICLE II

	The registered office of this corporation shall be 1150 Sheldahl Road, 
Northfield, Minnesota 55057.

ARTICLE III

	The authorized capital stock of this corporation shall be Fifty Million 
(50,000,000) shares of Common Stock of the par value of twenty-five cents 
($.25) per share (the "Common Stock") and Five Hundred Thousand (500,000) 
shares of Preferred Stock of the par value of One Dollar ($1.00) per share 
(the "Preferred Stock").  The relative voting rights, preferences and other 
privileges of such capital stock, shall be as follows:

(a)	Common Stock.  Each share of Common Stock shall entitle the 
holder thereof to one vote; all such shares of Common Stock shall be 
equal in all respects and shall confer equal rights upon the holders 
thereof.

(b)	Preferred Stock.  Each share of Preferred Stock shall entitle the 
holder thereof to such rights, voting power, dividends, redemption 
rights or privileges, rights on liquidation or dissolution, conversion 
rights and privileges, sinking or purchase fund rights and other 
preferences, privileges and restrictions as may be fixed by the Board 
of Directors by resolution thereof filed in accordance with Chapter 
302A of the Minnesota Statutes.


ARTICLE IV

	A.	In addition to any affirmative vote required by law or these 
Amended and Restated Articles of Incorporation, and except as otherwise 
expressly provided in Section B of this Article IV, a Business Combination 
(as hereinafter defined) shall require the affirmative vote of not less than 
seventy-five percent (75%) of the votes entitled to be cast by the holders of 
all then outstanding shares of Voting Stock (as hereinafter defined), voting 
together as a single class.  Such affirmative vote shall be required 
notwithstanding the fact that no vote may be required, or that a lesser 
percentage or separate class vote may be specified, by law or by any other 
provision of these Amended and Restated Articles of Incorporation or in any 
agreement with any national securities exchange or otherwise.

	B.	The provisions of Section A of this Article IV shall not be 
applicable to any particular Business Combination, and such Business 
Combination shall require only such affirmative vote, if any, as is required 
by law or by any other provision of these Amended and Restated Articles of 
Incorporation or in any agreement with any national securities exchange or 
otherwise, if the conditions specified in either of the following Paragraphs 
1 or 2 are met:

	1.	The Business Combination shall have been approved by a 
majority of the Continuing Directors (as hereinafter defined).

	2.	All of the following conditions shall have been met:

		a.	The aggregate amount of cash and the Fair Market Value (as 
hereinafter defined) as of the date of the consummation of 
the Business Combination of consideration other than cash 
to be received per share by holders of Common Stock in such 
Business Combination shall be at least equal to the higher 
amount determined under clauses (i) and (ii) below:

			(i)	(if applicable) the highest per share price 
(including any brokerage commissions, transfer taxes 
and soliciting dealers' fees) paid by or on behalf of 
the Interested Shareholder (as hereinafter defined) 
for any share of Common Stock in connection with the 
acquisition by the Interested Shareholder of 
beneficial ownership of shares of Common Stock (a) 
within the two-year period immediately prior to the 
date of the first public announcement of the proposed 
Business Combination (the "Announcement Date") or (b) 
in the transaction in which it became an Interested 
Shareholder, whichever is higher; and

		    (ii)	the Fair Market Value per share of Common Stock on 
the Announcement Date or on the date on which the 
Interested Shareholder became an Interested 
Shareholder (such latter date being referred to 
herein as the "Determination Date"), whichever is 
higher.

		b.	The aggregate amount of cash and the Fair Market Value as 
of the date of the consummation of the Business Combination 
of consideration other than cash to be received per share 
by holders of shares of any class or series of outstanding 
Capital Stock (as hereinafter defined), other than Common 
Stock, shall be at least equal to the highest amount 
determined under clauses (i), (ii) and (iii) below:

			(i)	(if applicable) the highest per share price 
(including any brokerage commissions, transfer taxes 
and soliciting dealers' fees) paid by or on behalf of 
the Interested Shareholder for any share of such 
class or series of Capital Stock in connection with 
the acquisition by the Interested Shareholder of 
beneficial ownership of shares of such class or 
series of Capital Stock (a) within the two-year 
period immediately prior to the Announcement Date or 

(b) in the transaction in which it became an 
Interested Shareholder, whichever is higher;

		    (ii)	the Fair Market Value per share of such class or 
series of Capital Stock on the Announcement Date or 
on the Determination Date, whichever is higher; and

		   (iii)	(if applicable) the highest preferential amount per 
share to which the holders of shares of such class or 
series of Capital Stock would be entitled in the 
event of any voluntary or involuntary liquidation, 
dissolution or winding up of the affairs of the 
corporation, regardless of whether the Business 
Combination to be consummated constitutes such an 
event.

The provisions of this Paragraph 2.b shall be required to 
be met with respect to every class or series of outstanding 
Capital Stock, whether or not the Interested Shareholder 
has previously acquired beneficial ownership of any shares 
of a particular class or series of Capital Stock.

		c.	The consideration to be received by holders of a particular 
class or series of outstanding Capital Stock shall be in 
cash or in the same form as previously has been paid by or 
on behalf of the Interested Shareholder in connection with 
its direct or indirect acquisition of beneficial ownership 
of shares of such class or series of Capital Stock.  If the 
consideration so paid for shares of any class or series of 
Capital Stock varied as to form, the form of consideration 
for such class or series of Capital Stock shall be either 
cash or the form used to acquire beneficial ownership of 
the largest number of shares of such class or series of 
Capital Stock previously acquired by the Interested 
Shareholder.  The price determined in accordance with 
Paragraphs 2.a and 2.b of Section B of this Article IV 
shall be subject to appropriate adjustment in the event of 
any stock dividend, stock split, combination of shares or 
similar event.

		d.	After such Interested Shareholder has become an Interested 
Shareholder and prior to the consummation of such Business 
Combination: (i) there shall have been no failure to 
declare and pay at the regular date therefor any full 
quarterly or other required periodic dividends (whether or 
not cumulative) payable in accordance with the terms of any 
outstanding Capital Stock having a preference over the 
Common Stock as to dividends, or upon liquidation, except 
as approved by a majority of the Continuing Directors; (ii) 
there shall have been no reduction in the annual rate of 
dividends paid on the Common Stock (except as necessary to 
reflect any stock dividend, stock split, combination of 
shares or similar event), except as approved by a majority 
of the Continuing Directors; (iii) there shall have been an 
increase in the annual rate of dividends paid on the Common 
Stock as necessary to reflect any reclassification 
(including any reverse stock split), recapitalization, 
reorganization or any similar transaction that has the 
effect of reducing the number of outstanding shares of 
Common Stock, unless the failure to increase such annual 
rate is approved by a majority of the Continuing Directors; 
and (iv) except as approved by a majority of the Continuing 
Directors, such Interested Shareholder shall not have 
become the beneficial owner of any additional shares of 
Capital Stock except as part of the transaction that 
results in such Interested Shareholder becoming an 
Interested Shareholder and except in the transaction that, 
after giving effect thereto, would not result in any 
increase in the Interested Shareholder's percentage 
beneficial ownership of any class or series of Capital 
Stock.

		e.	After such Interested Shareholder has become an Interested 
Shareholder, such Interested Shareholder shall not have 
received the benefit, directly or indirectly (except 
proportionately as a shareholder of the corporation), of 
any loans, advances, guarantees, pledges or other financial 
assistance or any tax credits or other tax advantages 
provided by the corporation, whether in anticipation of or 
in connection with such Business Combination or otherwise.

		f.	A proxy or information statement describing the proposed 
Business Combination and complying with the requirements of 
the Securities Exchange Act of 1934 (the "Act") and the 
rules and regulations thereunder (or any subsequent 
provisions replacing such Act, rules or regulations) shall 
be mailed to all shareholders of the corporation at least 
30 days prior to the consummation of such Business 
Combination (whether or not such proxy or information 
statement is required to be mailed pursuant to the Act or 
subsequent provisions).  The proxy or information statement 
shall contain on the first page thereof, in a prominent 
place, any statement as to the advisability (or 
inadvisability) of the Business Combination that a majority 
of the Continuing Directors may choose to make and, if 
deemed advisable by a majority of the Continuing Directors 
as to the fairness (or lack of fairness) of the terms of 
the Business Combination from a financial point of view to 
the holders of the outstanding shares of Capital Stock 
other than the Interested Shareholder and its Affiliates 
(as hereinafter defined) or Associates (as hereinafter 
defined).

		g.	Such Interested Shareholder shall not have made or caused 
to be made any major change in the corporation's business 
or equity capital structure without the approval of a 
majority of the Continuing Directors.

	C.	For the purpose of this Article IV:

	1.	The term "Business Combination" shall mean:

		a.	any merger, consolidation or statutory exchange of shares 
of the corporation or any Subsidiary (as hereinafter 
defined) with (i) any Interested Shareholder or (ii) any 
other corporation (whether or not itself an Interested 
Shareholder) which is or after such merger, consolidation 
or statutory share exchange would be an Affiliate or 
Associate of an Interested Shareholder; provided, however, 
that the foregoing shall not include the merger of a wholly 
owned Subsidiary of the corporation into the corporation or 
the merger of two or more wholly owned Subsidiaries of the 
corporation; or

		b.	any sale, lease, exchange, mortgage, pledge, transfer or 
other disposition (in one transaction or a series of 
transactions) to or with an Interested Shareholder or any 
Affiliate or Associate of any Interested Shareholder of any 
assets of the corporation or any Subsidiary equal to or 
greater than ten percent (10%) of the book value of the 
consolidated assets of the corporation; or

		c.	any sale, lease, exchange, mortgage, pledge, transfer or 
other disposition (in one transaction or a series of 
transactions) to or with the corporation or any Subsidiary 
of any assets of any Interested Shareholder or any 
Affiliate or Associate of any Interested Shareholder equal 
to or greater than ten percent (10%) of the book value of 
the consolidated assets of the corporation; or

		d.	the issuance or transfer by the corporation or any 
Subsidiary (in one transaction or a series of transactions) 
to any Interested Shareholder or any Affiliate or Associate 
of any Interested Shareholder of any securities of the 
corporation (except pursuant to stock dividends, stock 
splits, or similar transactions which would not have the 
effect, directly or indirectly, of increasing the 
proportionate share of any class or series of Capital 
Stock, or any securities convertible into Capital Stock or 
into equity securities of any Subsidiary, that is 
beneficially owned by any Interested Shareholder or any 
Affiliate or Associate of any Interested Shareholder) or of 
any securities of a Subsidiary (except pursuant to a pro 
rata distribution to all holders of Common Stock of the 
corporation); or

		e.	the adoption of any plan or proposal for the liquidation or 
dissolution of the corporation proposed by or on behalf of 
an Interested Shareholder or any Affiliate or Associate of 
any Interested Shareholder; or

		f.	any transaction (whether or not with or otherwise involving 
an Interested Shareholder) that has the effect, directly or 
indirectly, of increasing the proportionate share of any 
class or series of Capital Stock, or any securities 
convertible into Capital Stock or into equity securities of 
any Subsidiary, that is beneficially owned by any 
Interested Shareholder or any Affiliate or Associate of any 
Interested Shareholder, including, without limitation, any 
reclassification of securities (including any reverse stock 
split), or recapitalization of the corporation, or any 
merger, consolidation or statutory exchange of shares of 
the corporation with any of its Subsidiaries; or

		g.	any agreement, contract or other arrangement or 
understanding providing for any one or more of the actions 
specified in the foregoing clauses (a) to (f).

	2.	The term "Capital Stock" shall mean all capital stock of the 
corporation authorized to be issued from time to time under 
Article III of these Amended and Restated Articles of 
Incorporation.  The term "Voting Stock" shall mean all Capital 
Stock of the corporation entitled to vote generally in the 
election of directors of the corporation.

	3.	The term "person" shall mean any individual, firm, corporation or 
other entity and shall include any group comprised of any person 
and any other person or persons with whom such person or any 
Affiliate or Associate of such person has any agreement, 
arrangement or understanding, directly or indirectly, for the 
purpose of acquiring, holding, voting or disposing of Capital 
Stock.

	4.	The term "Interested Shareholder" shall mean any person (other 
than the corporation or any Subsidiary and other than any profit-
sharing, employee stock ownership or other employee benefit plan 
of the corporation or any Subsidiary or any trustee of or 
fiduciary with respect to any such plan when acting in such 
capacity) who (a) is the beneficial owner of Voting Stock 
representing ten percent (10%) or more of the votes entitled to 
be cast by the holders of all then outstanding shares of Voting 
Stock; or (b) is an Affiliate or Associate of the corporation and 
at any time within the two-year period immediately prior to the 
date in question was the beneficial owner of Voting Stock 
representing ten percent (10%) or more of the votes entitled to 
be cast by the holders of all then outstanding shares of Voting 
Stock; or (c) is an assignee of or has otherwise succeeded to any 
shares of Voting Stock which were at any time within the two-year 
period immediately prior to the date in question beneficially 
owned by an Interested Shareholder, if such assignment or 
succession shall have occurred in the course of a transaction or 
series of transactions not involving a public offering within the 
meaning of the Securities Act of 1933.

	5.	A person shall be a "beneficial owner" of any Capital Stock (a) 
which such person or any of its Affiliates or Associates 
beneficially owns, directly or indirectly; (b) which such person 
or any of its Affiliates or Associates has, directly or 
indirectly, (i) the right to acquire (whether such right is 
exercisable immediately or subject only to the passage of time), 
pursuant to any agreement, arrangement or understanding or upon 
the exercise of conversion rights, exchange rights, warrants or 
options, or otherwise, or (ii) the right to vote pursuant to any 
agreement, arrangement or understanding, or (iii) the right to 
dispose or direct the disposition of, pursuant to any agreement, 
arrangement or understanding; or (c) which are beneficially 
owned, directly or indirectly, by any other person with which 
such person or any of its Affiliates or Associates has any 
agreement, arrangement or understanding for the purpose of 
acquiring, holding, voting or disposing of any shares of Capital 
Stock.  For the purposes of determining whether a person is an 
Interested Shareholder pursuant to Paragraph 4 of this Section C, 
the number of shares of Capital Stock deemed to be outstanding 
shall include shares deemed beneficially owned by such person 
through application of this Paragraph 5, but shall not include 
any other shares of Capital Stock that may be issuable pursuant 
to any agreement, arrangement or understanding, or upon exercise 
of conversion rights, exchange rights, warrants or options, or 
otherwise.

	6.	The term "Affiliate," used to indicate a relationship with a 
specified person, shall mean a person that directly, or 
indirectly through one or more intermediaries, controls, or is 
controlled by, or is under common control with, such specified 
person.  The term "Associate," used to indicate a relationship 
with a specified person, shall mean (a) any person (other than 
the corporation or a Subsidiary) of which such specified person 
is an officer or partner or is, directly or indirectly, the 
beneficial owner of ten percent (10%) or more of any class of 
equity securities, (b) any trust or other estate in which such 
specified person has a substantial beneficial interest or as to 
which such specified person serves as trustee or in a similar 
fiduciary capacity, (c) any relative or spouse of such specified 
person or any relative of such spouse, who has the same home as 
such specified person or who is a director or officer of the 
corporation or any Subsidiary, and (d) any person who is a 
director or officer of such specified person or any of its 
parents or subsidiaries (other than the corporation or a 
Subsidiary).

	7.	The term "Subsidiary" shall mean any corporation of which a 
majority of any class of equity security is beneficially owned, 
directly or indirectly, by the corporation; provided, however, 
that for the purposes of Paragraph 4 of this Section C, the term 
"Subsidiary" shall mean only a corporation of which a majority of 
each class of equity security is beneficially owned, directly or 
indirectly, by the corporation.

	8.	The term "Continuing Director" shall mean any member of the Board 
of Directors of the corporation, while such person is a member of 
the Board of Directors, who was a member of the Board of 
Directors prior to the time that the Interested Shareholder 
involved in the Business Combination in question became an 
Interested Shareholder, and any member of the Board of Directors, 
while such person is a member of the Board of Directors, whose 
election, or nomination for election by the corporation's 
shareholders, was approved by a vote of a majority of the 
Continuing Directors; provided, however, that in no event shall 
an Interested Shareholder involved in the Business Combination in 
question or any Affiliate, Associate or representative of such 
Interested Shareholder, be deemed to be a Continuing Director.

	9.	The term "Fair Market Value" shall mean (a) in the case of cash, 
the amount of such cash; (b) in the case of stock, the highest 
closing sale price during the 30-day period immediately preceding 
the date in question of a share of such stock on the Composite 
Tape for the New York Stock Exchange Listed Stocks, or, if such 
stock is not quoted on the Composite Tape, on the New York Stock 
Exchange, or, if such stock is not listed on such Exchange, on 
the principal United States securities exchange registered under 
the Act on which such stock is listed, or, if such stock is not 
listed on any such exchange, the highest closing sale or closing 
bid quotation (whichever is applicable) with respect to a share 
of such stock during the 30-day period immediately preceding the 
date in question of a share of such stock on the National 
Association of Securities Dealers, Inc. Automated Quotations 
System or any similar system then in use, or if no such 
quotations are available, the fair market value on the date in 
question of a share of such stock as determined by a majority of 
the Continuing Directors in good faith; and (c) in the case of 
property other than cash or stock, the fair market value of such 
property on the date in question as determined in good faith by a 
majority of the Continuing Directors.

	10.	In the event of any Business Combination in which the corporation 
survives, the phrase "consideration other than cash to be 
received" as used in Paragraphs 2.a and 2.b of Section B of this 
Article IV shall include the shares of Common Stock and/or the 
shares of any other class or series of Capital Stock retained by 
the holders of such shares.

	D.	The Continuing Directors by majority vote shall have the power to 
determine for the purposes of this Article IV, on the basis of information 
known to them after reasonable inquiry, (a) whether a person is an Interested 
Shareholder, (b) the number of shares of Capital Stock (including Voting 
Stock) or other securities beneficially owned by any person, (c) whether a 
person is an Affiliate or Associate of another, (d) whether the assets that 
are the subject of any Business Combination equal or exceed ten percent (10%) 
of the book value of the consolidated assets of the corporation, (e) whether 
a proposed plan of dissolution or liquidation is proposed by or on behalf of 
an Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder, (f) whether any transaction has the effect, directly or 
indirectly, of increasing the proportionate share of any class or series of 
Capital Stock, or any securities convertible into Capital Stock or into 
equity securities of any Subsidiary, that is beneficially owned by an 
Interested Shareholder or any Affiliate or Associate of an Interested 
Shareholder, (g) whether any Business Combination satisfies the conditions 
set forth in Paragraph 2 of Section B of this Article IV, and (h) such other 
matters with respect to which a determination is required under this Article 
IV.  Any such determination made in good faith shall be binding and 
conclusive on all parties.

	E.	Nothing contained in this Article IV shall be construed to 
relieve any Interested Shareholder from any fiduciary obligation imposed by 
law.

	F.	The fact that any Business Combination complies with the 
provisions of Section B of this Article IV shall not be construed to impose 
any fiduciary duty, obligation or responsibility on the Board of Directors, 
or any member thereof, or the Continuing Directors, or any of them, to 
approve such Business Combination or recommend its adoption or approval to 
the shareholders of the corporation, nor shall such compliance limit, 
prohibit or otherwise restrict in any manner the Board of Directors, or any 
member thereof, or the Continuing Directors, or any of them, with respect to 
evaluations of or actions and responses taken with respect to such Business 
Combination.

	G.	Notwithstanding any other provisions of these Amended and 
Restated Articles of Incorporation (and notwithstanding the fact that a 
lesser percentage or separate class vote may be specified by law or these 
Amended and Restated Articles of Incorporation), the affirmative vote of the 
holders of not less than seventy five percent (75%) of the votes entitled to 
be cast by the holders of all then outstanding shares of Voting Stock, voting 
together as a single class, shall be required to amend or repeal, or adopt 
any provisions inconsistent with this Article IV.

ARTICLE V

	No shareholder of this corporation shall have any preemptive rights to 
subscribe for, purchase, or acquire any shares of the corporation of any 
class, whether unissued or now or hereafter authorized, or any obligations or 
other securities convertible into or exchangeable for any such shares.

ARTICLE VI

	The number of the directors of this corporation shall be fixed in the 
manner provided in the Bylaws.

ARTICLE VII

	Any action required or permitted to be taken at a meeting of the Board 
of Directors of this corporation not needing approval by shareholders under 
Minnesota Statutes, Chapter 302A, may be taken in written action signed by 
the number of directors that would be required to take such action at a 
meeting of the Board of Directors at which all directors were present.

ARTICLE VIII

	Except as otherwise provided in Article IV, the affirmative vote of the 
holders of a majority of the voting power of the shares represented and 
entitled to vote at a duly held meeting of shareholders of this corporation, 
voting together as a single class, shall be required for an action of the 
shareholders.

ARTICLE IX

	No director of this Corporation shall be personally liable to the 
Corporation or its shareholders for monetary damages for breach of fiduciary 
duty as a director except for liability (i) for any breach of the director's 
duty of loyalty to the Corporation or its shareholders; (ii) for acts or 
omissions not in good faith or that involve intentional misconduct or a 
knowing violation of law; (iii) under Sections 302A.559 or 80A.23 of the 
Minnesota Statutes; (iv) for any transaction from which the director derived 
any improper personal benefit; or (v) for any act or omission occurring prior 
to the date when this provision becomes effective.

	The provisions of this Article shall not be deemed to limit or preclude 
indemnification of a director by the Corporation for any liability of a 
director which has not been eliminated by the provisions of this Article.

	If the Minnesota Statutes hereafter are amended to authorize corporate 
action further eliminating or limiting the personal liability of directors, 
then the liability of a director of this Corporation shall be eliminated or 
limited to the fullest extent permitted by the Minnesota Statutes, as so 
amended.
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