Exhibit 23.1
     
     
     
     April 11, 1995
     
     
     Arthur Andersen LLP
     45 South Seventh Street
     Minneapolis, Minnesota 55402
     
     
     Gentlemen:
     
     The following representations, made to the best of our knowledge
     and belief, apply to Sheldahl, Inc. And its subsidiary and are
     submitted in connection with the registration statement covering
     the registration of 600,000 shares of common stock.
     
     1. There are no unasserted claims or assessments hat our legal
        counsel has advised us are probable of assertion and must be
        disclosed in accordance with Statement of Financial
        Accounting Standards No. 5.
     
     2. Since September 2, 1994, there have been no events or
        transactions that have a material effect on the financial
        statements as of and for the year ended September 2, 1994
        included in the registration statement or that should be
        disclosed in order to make those statements not 
        misleading.
     
     3. We affirm the representations made to you as included in
        our letter to you dated October 7, 1994.
     
     Very truly yours,
     
     
     
     /s/James E. Donaghy
     _________________________
     James E. Donaghy
     President and Chief Executive Officer
     
     
     /s/John V. McManus
     _________________________
     John V. McManus
     Vice President, Finance