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                                                                     EXHIBIT 3.1

                              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 one hundred
million (100,000,000) shares of common stock of the par value of twenty-five
cents ($0.25) 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


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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

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               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


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               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


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               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


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               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


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          (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).



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     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.


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     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


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     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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