EXHIBIT 1

AMENDED RIGHTS AGREEMENT

	This Amendment No. 1 to Rights Agreement is entered into effective this 
25th day of July, 1998 by and between Sheldahl, Inc., a Minnesota corporation 
(the Company) and Norwest Bank Minnesota, N.A., (the Rights Agent).

	WHEREAS, the Company and the Rights Agent entered into that certain 
Rights Agreement dated as of June 16, 1996 (the Agreement) and now desire to 
amend Section 1(a) of the Rights Agreement.

	NOW, THEREFORE, in consideration of the premises and other good and 
valuable consideration, Section 1(a) of the Rights Agreement is hereby amended 
in its entirety as follows:

	(a)  Acquiring Person shall mean any Person (as such term is 
hereinafter defined) who or which, together with all Affiliates (as such 
term is hereinafter defined) and Associates (as such term is hereinafter 
defined) of such Person, without the prior approval of a majority of the 
Board of Directors, shall be the Beneficial Owner (as such term is 
hereinafter defined) of voting securities having fifteen percent (15%) 
or more of the then voting power of the Company, but shall not include 
the Company, any Subsidiary of the Company, any employee benefit plan of 
the Company or of any Subsidiary of the Company, or any entity 
organized, appointed or established by the Company for or pursuant to 
the terms of any such plan; provided, however, that if a Person is the 
Beneficial Owner at the close of business on the date of this Agreement 
of fifteen percent (15%) or more of the voting power of the Company, 
such Person shall not be deemed an Acquiring Person unless and until 
such Person acquires any additional Common Stock in any manner other 
than pursuant to a stock dividend, stock split, recapitalization or 
similar transaction that does not affect the percentage of outstanding 
Common Stock beneficially owned by such Person.  Notwithstanding the 
foregoing or the last sentence of this Section 1(a), no Person shall 
become an Acquiring Person as the result of an acquisition of Common 
Stock by the Company which, by reducing the number of shares 
outstanding, increases the proportionate number of shares beneficially 
owned by such Person to fifteen percent (15%) or more of the then voting 
power of the Company then outstanding; provided, however, that if a 
Person shall become the Beneficial Owner of fifteen percent (15%) or 
more of the then voting power of the Company then outstanding by reason 
of shares purchased by the Company and shall, after such share purchases 
by the Company, become the Beneficial Owner of any additional Common 
Stock of the Company, then such Person shall be deemed to be an 
Acquiring Person.  Notwithstanding the foregoing, if a majority of the 
Continuing Directors then in office determines in good faith that a 
Person who would otherwise be an Acquiring Person, as defined pursuant 
to the foregoing provisions of this paragraph (a), has become such 
inadvertently, and such Person divests as promptly as practicable a 
sufficient number of shares of Common Stock so that such Person would no 
longer be an Acquiring Person, as defined pursuant to the foregoing 
provisions of this paragraph (a), then such Person shall not be deemed 
to be an Acquiring Person for any purposes of this Agreement.  
Notwithstanding the foregoing, Molex Incorporated and its Affiliates and 
Associates shall not be deemed an Acquiring Person until such time as 
any one of them becomes the Beneficial Owner of twenty-two percent (22%) 
or more of the voting power of the Company and references to fifteen 
percent (15%) in this Agreement shall be deemed to refer to twenty-two 
percent (22%) when applied to Molex Incorporated and its Affiliates and 
Associates; provided that Common Stock received by Molex Incorporated as 
dividends paid or accrued on the Company's Series D Convertible 
Preferred Stock (the Series D Preferred) shall be excluded from such 
Beneficial Ownership calculation for Molex Incorporated and its 
Affiliates and Associates so long as such Beneficial Ownership includes 
only shares of the Company's Common Stock owned as of the date hereof, 
shares of Series D Preferred, shares of Series D Preferred converted 
into Common Stock, Common Stock received as dividends paid or accrued on 
the Series D Preferred and Common Stock issued directly to Molex 
Incorporated after the date hereof by the Company.  

	IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 
to be duly executed and attested as of the day and year first above written.


					SHELDAHL, INC.
Attest:

By_______________________	By___________________________________________
Its___________________		  Its______________________________________


					NORWEST BANK MINNESOTA, N.A.
Attest:

By_______________________	By___________________________________________
Its____________________	  Its______________________________________