NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

     Notice is hereby given that the Annual Meeting of Shareholders of Sparton Corporation will be held at the Holiday Inn, 2000 Holiday Inn Drive, Jackson, Michigan 49202, on Wednesday, November 10, 2004, at 10:00 a.m., Eastern Standard Time, for the following purposes:

     Only holders of Common Stock of record at the close of business on September 24, 2004, are entitled to notice of and to vote at the meeting.

		By Order of the Board of Directors
		JOSEPH S. LERCZAK
		Secretary

Jackson, Michigan
October 11, 2004

IMPORTANT

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO SIGN AND DATE THE PROXY ENCLOSED AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, OR USE OUR TELEPHONE OR INTERNET VOTING SYSTEM AS PROMPTLY AS POSSIBLE. This will assure your representation and a quorum for the transaction of business at the meeting. If you do attend the meeting in person, the Proxy will not be used if you so request by revoking it as described in the Proxy Statement.

TABLE OF CONTENTS

SPARTON CORPORATION
2400 East Ganson Street
Jackson, Michigan 49202

PROXY STATEMENT

For the Annual Meeting of Shareholders to be held on November 10, 2004

SOLICITATION

     This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of SPARTON CORPORATION, an Ohio corporation (the “Company”), of proxies for use at the 2004 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the Holiday Inn, 2000 Holiday Inn Drive, Jackson, Michigan 49202, on Wednesday, November 10, 2004, at 10:00 a.m., Eastern Standard Time, and at any and all adjournments thereof. The cost of solicitation will be paid by the Company. The Company has retained Morrow & Company, Inc. to assist in the solicitation of proxies at an estimated cost of $7,500.00, plus expenses, which will be paid by the Company. In addition, officers and employees of the Company and its subsidiaries may solicit proxies personally, by telephone, facsimile or other means, without additional compensation. This Proxy Statement and the form of Proxy are being mailed to shareholders the week of October 11, 2004.

     At the meeting, the Company’s shareholders will act upon the election of three directors, each to serve for a three-year term until the annual meeting held in the year 2007 or until their successors are qualified and elected, as described in more detail in this Proxy Statement.

OUTSTANDING STOCK AND VOTING RIGHTS

     In accordance with the Code of Regulations of the Company, the Board of Directors has fixed the close of business on September 24, 2004, as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record on that date will be entitled to vote. As of September 24, 2004, the record date for the Annual Meeting, the Company had outstanding 8,352,352 shares of Common Stock, each entitled to vote at the Annual Meeting. Votes cast at the meeting and submitted by proxy are counted by the inspectors of the election, who are appointed by the Company.

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Voting by Proxy

     If a stockholder is a corporation or partnership, the accompanying proxy card should be signed in the full corporate or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, the signer’s full title should be given and a certificate or other evidence of appointment should be furnished. If shares are owned jointly, each joint owner should sign the proxy card.

     You can vote in one of four ways. You can vote by mail, you can authorize the voting of your shares over the Internet, you can authorize the voting of your shares by telephone or you can vote in person at the Annual Meeting.

     If you choose to vote by mail, you may vote by completing and signing the proxy card that accompanies this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The shares you own will be voted according to the instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter described in this Proxy Statement, the shares you own will be voted in accordance with the recommendations of the Company’s Board of Directors. If you choose to vote by mail, your duly signed proxy card must be received by 10:00 a.m. Eastern Standard Time on November 10, 2004.

     If you choose to vote by telephone or the Internet, instructions for a stockholder of record to vote by telephone or the Internet are set forth on the enclosed proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number that appears on the proxy card. These procedures, which comply with Ohio law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If you vote by telephone or the Internet, you do not have to mail in your proxy card, but your vote must be received by 11:59 p.m. Central Standard Time on November 9, 2004.

     If you participate in the Company’s 401(k) Plan and hold shares in your plan account, you may give voting instructions as to the number of shares credited to your account as of the record date. Only the trustee of the 401(k) Plan may vote your plan shares. You may provide voting instructions to the plan trustee through any of the voting methods described above, except that you may not vote your plan shares in person at the Annual Meeting. Your voting instructions must be received before 11:59 p.m. Central Standard Time on November 8, 2004.

     If you are not the record holder of the shares you own because they are held in “street name” by a bank or brokerage firm, your bank or brokerage firm is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on your vote instruction form. Under the rules of the New York Stock Exchange, if you do not give instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but it will not be allowed to vote your shares with respect to certain “non-discretionary” items. In the case of non-discretionary items, for which no instructions are received, the shares will be treated as “broker non-votes” and will have the effect of a vote against the first two proposals described in this Proxy Statement.

     Any proxy duly given pursuant to this solicitation may be revoked by the stockholder, at any time prior to voting, by written notice to the Secretary of the Company, by a later-dated proxy either signed and returned by mail or transmitted using the telephone or Internet voting procedures before the Annual Meeting, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy. Participants in the Company’s 401(k) Plan who hold shares in their plan account and desire to revoke their voting instructions must do so before 11:59 p.m. Central Standard Time on November 8, 2004.

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Principal Shareholders

     As of September 15, 2004, the persons named in the following table were known by management to be the beneficial owners of more than 5% of the Company’s outstanding Common Stock:

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Security Ownership of Management

     As of September 15, 2004, the following table shows the shares of the Company’s Common Stock beneficially owned (except as noted) by the Named Executives identified in the Compensation Table shown later in this Proxy Statement and all officers and directors of the Company as a group:

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     The following table gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s equity compensation plans as of June 30, 2004:

     Any Proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing a written notice of revocation with the Chairman or Secretary of the Company, at or before the Annual Meeting, (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Chairman or Secretary of the Company at or before the Annual Meeting or (iii) attending the Annual Meeting and voting in person with adequate notification (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Unless revoked, the shares represented by the enclosed Proxy will be voted at the meeting in accordance with any specification made thereon, if the Proxy is returned properly executed and delivered in time for voting. Unless otherwise specified, the Proxy will be voted “FOR” the election of the three director nominees.

     Management does not intend to present, and does not know of anyone who intends to present, any matters at the meeting to be acted upon by the shareholders not referred to in the Notice and this Proxy Statement. If any other matters should properly come before the meeting, it is the intention of the persons named in the Proxy to vote in accordance with their judgment on such matters.

     A special meeting of shareholders of the Company called to be held on September 24, 2004, was adjourned on that date to be reconvened on October 15, 2004. One purpose of that meeting was to vote upon a proposal to amend the Corporation’s Articles of Incorporation to eliminate cumulative voting. A favorable vote of at least two-thirds of the shares outstanding on August 9, 2004, the record date for that special meeting, is required to adopt such an amendment. The Company intends to notify the shareholders of the results of the vote promptly after it is tabulated.

     If the amendment is adopted, cumulative voting will be eliminated and will not be available at Annual Meetings, beginning with the Annual Meeting to be held on November 10, 2004. If the amendment is not adopted, the shareholders of the Company will continue to have cumulative voting rights in the election of directors at the Annual Meeting if notice in writing is given by any shareholder to the President, a Vice President or the Secretary of the Company not less than 48 hours before the time fixed for holding the Annual Meeting that the shareholder desires that the voting at such election shall be cumulative. An announcement of the giving of such notice shall be made upon the convening of the Annual Meeting by the Chairman or Secretary.

     If voting for the election of directors at the Annual Meeting is cumulative, each shareholder will have the right to cast that number of votes which equals the number of shares owned by the shareholder multiplied by the number of directors to be elected, and the shareholder may cast all such votes for one candidate or distribute such votes among any number of candidates as the shareholder elects. All directors are voted upon simultaneously. The actual number of shares required for election of a candidate will vary depending upon the total number of shares voted. However, shareholders owning 2,088,088 shares, or approximately 25% of the

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Company’s outstanding shares, could elect at least one director to the class of three directors to be elected at the 2004 Annual Meeting if there are four nominees.

     The Company intends to vote all proxies we solicit whether or not there is cumulative voting at the meeting. In the event that there is cumulative voting, unless a shareholder provides contrary instructions on his proxy, all votes represented by proxies will be divided evenly among the nominees named in this proxy statement, unless it appears that voting in that way would not be effective to elect all of the nominees. In that case, the votes represented by proxies will be cast at the discretion of the proxy holders to maximize the number of nominees elected.

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ELECTION OF DIRECTORS

     The following directors, whose terms of office expire at the Annual Meeting, Messrs. David P. Molfenter, W. Peter Slusser, and Bradley O. Smith are nominees for election to a three (3) year term expiring in 2007. The following portion of this Proxy Statement contains additional information about these nominees.

     A plurality of the votes cast at the meeting is required to elect the nominees as directors of the Company. As such, the three individuals who receive the greatest number of votes cast by the holders of Common Stock will be elected as directors. Shares not voted at the Annual Meeting, whether by abstention, broker non-vote, or otherwise, will not be treated as votes cast at the meeting.

     It is believed that all three nominees are, and will be at the time of the Annual Meeting, available for election; and, if elected, will serve. However, in the event one or more of them is or should become unavailable, or should decline to serve, it is intended that the proxies will be voted for the balance of the nominees and for such substitute nominee or nominees as the proxy holders may in their discretion select.

Board Recommendations

     The Board of Directors recommends a vote FOR the election of each of the three nominees, Messrs. David P. Molfenter, W. Peter Slusser and Bradley O. Smith. Unless otherwise directed by marking the accompanying proxy, the proxy holders named therein will vote FOR the election of the three nominees.

     In the following table, the column “Amount and Nature of Beneficial Ownership” relates to common shares of the Company beneficially owned by the directors and nominees as of September 15, 2004, and is based upon information furnished by them.

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Independent Directors

     The listing requirements of the New York Stock Exchange (NYSE) have been amended to require that a majority of the members of a listed company’s board of directors be independent. The question of independence is to be determined by the board with respect to every director in line with NYSE rules. The NYSE rules also require that certain of the committees be composed entirely of independent directors. The committees covered by this requirement are the Audit, Compensation, and Nominating and Corporate Governance Committees. Based upon NYSE rules, the board has determined that six of its nine members (assuming election of the directors proposed in this proxy statement), a majority, would be independent as of the 2004 Annual Meeting of shareowners, and that all current members of the identified committees are independent in that those directors do not have a material relationship with the Company directly or as a partner, shareholder or affiliate of an entity that has a relationship with the Company. The Board made this determination based on the fact that none of the independent directors:

Independent Directors

James N. DeBoer
James D. Fast
Richard J. Johns, M.D
David P. Molfenter — Chairman, Nominating and Corporate Governance Committee
William I. Noecker — Chairman, Audit Committee and Lead Independent Director
W. Peter Slusser — Chairman, Compensation Committee

Meetings of Independent Directors

     The independent directors schedule meetings in executive sessions without the presence of our management. An independent director is selected to preside over the sessions during that year.

     Shareholders wishing to communicate directly with the independent directors may send correspondence addressed as follows:

Independent Directors
c/o Corporate Secretary
Sparton Corporation
2400 E. Ganson St.
Jackson, Michigan 49202

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Lead Independent Director

     Mr. William I. Noecker has been designated by the independent directors as the Lead Independent Director. The Lead Independent Director provides leadership to enhance the Board’s effectiveness, preside over meetings of the independent directors without management present, and serve as a liaison between the Board and management. The lead independent director is responsible for determining when to hold, and who shall preside over, executive sessions held by the independent directors. Communications from shareholders, employees, or third parties, should these parties desire not to communicate directly with the Board of Directors or management, may be sent to the Lead Independent Director, in care of the Corporate Secretary, using the above address.

Shareholder Communications Policy

     Shareholders should communicate with the Board of Directors by sending a letter to the Sparton Board of Directors, c/o the Office of the Corporate Secretary, 2400 East Ganson Street, Jackson, Michigan 49202. The Office of the Corporate Secretary will receive the correspondence and forward it to the director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, harassing, illegal, not reasonably related to Sparton or its business, or similarly inappropriate. The Office of the Corporate Secretary has the authority to discard or disregard any inappropriate communications (other than a proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal) or to take other appropriate actions with respect to any such inappropriate communications. In addition, the Office of the Corporate Secretary is authorized to forward communications that are clearly more appropriately addressed by other departments, such as customer service or accounting, to the appropriate department. The foregoing instructions by the directors to the office of the Corporate Secretary are subject to change by the directors. Additionally, all communications are available to any director who wishes to review them.

Board and Committee Information

     The Board of Directors, which had seven meetings during the past year, has standing Audit, Compensation, Executive, and Nominating and Corporate Governance Committees.

     The Audit Committee met six times during the last fiscal year and consisted of Messrs. William I. Noecker (Chairman), James D. Fast, and David P. Molfenter. This Committee operates under a written charter and oversees auditing, financial reporting and internal control matters. It also selects the firm that the Company retains as its independent auditors. The Committee consults with the independent auditors and reviews their audit and other work. The Committee also consults with the Chairman of the Board, President, and Vice President-Treasurer and oversees those individuals who review Sparton’s internal controls and compliance with policies. The members of the Audit Committee are independent, as defined under the New York Stock Exchange listing standards. The Board has determined that Mr. Noecker, in addition to being “independent”, is an “audit committee financial expert” as defined in the Security and Exchange Commission’s (SEC) regulation S-K, Item 401(h)(2). The independent auditors have access to the Committee without any other members of management being present. The Audit Committee met with management and the independent auditors before the announcement of earnings each quarter. The Committee also reviewed the annual financial statements and annual report on Form 10-K and the Audit Committee report in this Proxy Statement before each was filed with the SEC. The functions and qualifications for membership are set forth in its charter, a copy of which is filed with, and attached to, this Proxy Statement, and which is available on the Company’s website.

     The Compensation Committee, which held three meetings during the last fiscal year and consisted of Messrs. W. Peter Slusser (Chairman), James N. DeBoer, and David P. Molfenter, monitors the remuneration, including stock options, for the Company’s executive officers.

     The Executive Committee, which consisted of Messrs. Bradley O. Smith (Chairman), James N. DeBoer, David W. Hockenbrocht, and William I. Noecker did not meet during fiscal 2004.

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     The Nominating and Corporate Governance Committee, which consisted of Messrs. David P. Molfenter (Chairman), James D. Fast and Richard J. Johns M.D., held one meeting last fiscal year. The Committee reviews the makeup of the existing Board of Directors and the tenure of its members, consistent with appropriate principles of corporate governance and applicable regulations. The Committee also considers and recommends candidates for election to the Board consistent with the needs of the Company, regulatory requirements, and the qualifications of the candidates. The Committee has implemented a formal process for consideration of candidates.

     The Company’s website address is www.sparton.com. Information provided at the website includes, among other items, the Company’s Corporate Governance Guidelines, current charters for the Audit, Compensation, Nominating and Corporate Governance, and Executive Committees of the Board of Directors, Board committees and their membership, and the Company’s Code of Business Conduct and Ethics.

     All directors attended at least 75% of the meetings of the Board and committees on which they serve. In addition, the directors are expected to attend the Annual Shareholders’ Meeting. At the Company’s fiscal 2003 Annual Meeting, eight of the nine directors were in attendance.

Director Qualifications

     The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, from time to time, the appropriate qualities, skills and characteristics desired for Board members in the context of the current make-up of the Board. This assessment includes consideration of the following summary of minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors, as well as the following considerations for the composition of the Board as a whole:

     Essential Qualities -

     Board Composition Considerations -

     These factors and others are considered useful by the Board, and are considered in an assessment of the perceived needs of the Board at a particular point in time.

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Process for Identifying and Evaluating Director Nominees

     The Board is responsible for selecting its own members. The Board delegates the evaluation, selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and management will be requested to take part in the process as appropriate.

     Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointment to the committees of the Board.

Procedure for Recommendation of Director Nominees by Stockholders

     The Nominating and Corporate Governance Committee will consider director candidates who are recommended by shareholders of the Company. To recommend a nominee, a shareholder should write to the Company’s Corporate Secretary at 2400 E. Ganson St., Jackson, MI 49202. To be considered by the Committee for nomination and inclusion in the Company’s Proxy Statement for its 2005 Annual Meeting of Shareholders, a shareholder recommendation for a Director must be received by the Company’s Secretary no later than 60 days prior to the Annual Meeting. Any recommendation must include (i) the name and address of the candidate, (ii) a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements summarized above, and (iii) the candidate signed consent to be named in the Proxy Statement and to serve as a Director if elected. The Committee may seek additional biographical and background information from any candidate that must be received on a timely basis to be considered by the Committee. Further information regarding shareholder recommendation of director candidates is contained in the Nominating and Corporate Governance Committee Charter, which is filed with, and attached to, this Proxy Statement, and which is available at the Company’s website.

     Assuming the appropriate biographical and background material is provided for candidates submitted by shareholders, the Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members. All Directors nominees recommended for election by the shareholders at the 2004 Annual Meeting are current members of the Board. The Committee did not receive any nominations from shareholders for the 2004 Annual Meeting.

Board Compensation

     Non-employee directors received an annual base retainer of $7,200. During fiscal 2004, non-employee directors also received $600 for each regularly scheduled Board meeting attended, $500 for each committee and special Board meeting attended, and $350 for each committee meeting attended the same day as a regularly scheduled Board meeting. Effective August 2004, non-employee directors are to be paid $500 for any committee meeting attended. Directors who are employees of the Company are paid $500 for each Board meeting attended.

     In addition to his directors’ fees, which totaled $3,000 in fiscal 2004, Mr. Bradley O. Smith is compensated for services rendered as Chairman of the Board of Directors. Such compensation totaled $74,037 for fiscal 2004.

     In addition to his directors’ fees, Richard J. Johns, M.D. received a total of $1,900 for services plus related expenses as a consultant to the Company during fiscal 2004. Dr. Johns serves as a consultant to the Company on issues related to the medical industry that the Company serves. These services are performed and compensated on an “as used basis”.

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Corporate Governance

     The Sarbanes-Oxley Act of 2002 was enacted on July 30, 2002. The statute addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. In November 2003, the SEC approved new corporate governance rules for the New York Stock Exchange that address director independence and corporate accountability. The changes were designed to allow shareholders to more easily and efficiently monitor the performance of companies and directors.

     Sparton’s Board of Directors developed a series of changes to address these new requirements. The Audit Committee revised its charter and adopted a policy for pre-approving all services, audit and non-audit, performed by the Company’s Independent Auditors. In addition, the Board adopted charters for the Compensation, Executive, and Nominating and Corporate Governance Committees. These charters address issues such as independence of the committee members, committee organization and powers, member qualifications, duties and responsibilities, and corporate governance. As of June 30, 2004, all members of the Audit, Compensation, and Nominating and Corporate Governance Committees were independent directors, copies of the charters for each of these committees are filed with, and attached to, this Proxy Statement, and are located on the Company’s website. The Company continues to develop and refine its Corporate Governance policies and practices and their place within the Board’s committee structure.

Code of Ethics

     “The Sparton Way” governs the actions and working relationships of Sparton employees, officers and directors. “The Sparton Way” endorses the highest level of ethical standards, along with addressing other issues such as corporate opportunities, confidentiality, and the protection and proper use of corporate assets. The Company also updated its long standing Code of Business Conduct and Ethics in light of current regulatory requirements.

     To the extent any waiver is granted with respect to the Code of Business Conduct and Ethics that requires disclosure under applicable SEC rules, such waiver will also be posted on the website, as will any amendment that may be adopted from time to time. Sparton’s Shareholder Letters, Annual Report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and news releases are also available at the website, or are available, without charge, by contacting the Shareholders’ Relations Department at 1-800-248-9579.

Whistleblower Provisions

     It is the policy of Sparton Corporation to encourage its employees and other persons to disclose improper activities, and to address complaints alleging acts of reprisal or intimidation resulting from disclosure of improper activities. Individuals wishing to report improper activities may call Sparton’s Whistleblower service at 1-866-393-7585. You may report activities anonymously if you so desire.

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Audit Committee Report

     The Audit Committee has reviewed and discussed Sparton’s audited financial statements for the fiscal year ended June 30, 2004, with management and with Sparton’s independent auditors, BDO Seidman, LLP. Management is responsible for Sparton’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of Sparton’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

     The Audit Committee has discussed with BDO Seidman, LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, relating to the conduct of the audit. The Audit Committee has received the written disclosures from BDO Seidman, LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), discussed with BDO Seidman, LLP their independence, and considered the compatibility of non-audit services provided by BDO Seidman, LLP with their independence.

     Based on the review and discussion described above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended June 30, 2004, be included in Sparton’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, for filing with the Securities and Exchange Commission.

Relationship with Independent Auditors

     The Audit Committee appoints the independent auditors for Sparton. In addition to performing the audit of the Company’s consolidated financial statements, BDO Seidman, LLP provided various other services during fiscal 2004. The Audit Committee has considered the provision of all non-audit services performed by BDO Seidman, LLP during fiscal 2004 (and fiscal 2003) with respect to maintaining auditor independence. The Audit Committee reviewed and pre-approved all professional services requested of, and performed by, BDO Seidman, LLP. The Pre-Approval Policy for audit and non-audit services was included as an appendix to the Company’s 2003 Proxy Statement. The aggregate fees billed for fiscal 2004 and 2003 for each of the following categories of services are set forth below:

Fiscal 2004

Audit Fees – The aggregate fees of BDO Seidman, LLP and Ernst & Young, LLP for professional services rendered for the audit of Sparton’s annual financial statements for the fiscal year ended June 30, 2004, and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for that fiscal year, were $219,000.

Audit-related Fees – The aggregate audit-related fees of BDO Seidman, LLP for professional services rendered, primarily for the audit of the Company’s employee benefit plans, for the fiscal year ended June 30, 2004, were $24,000.

Tax Fees – The aggregate fees of BDO Seidman, LLP and Ernst & Young, LLP for tax services, preparation and review, rendered for the fiscal year ended June 30, 2004, were $58,000.

All Other Fees – There were no fees for other services billed by BDO Seidman, LLP or Ernst & Young, LLP for the fiscal year ended June 30, 2004, and there were no Financial Information Systems Design and Implementation services provided.

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Fiscal 2003

Audit Fees – The aggregate fees of BDO Seidman, LLP and Ernst and Young, LLP for professional services rendered for the audit of Sparton’s annual financial statements for the fiscal year ended June 30, 2003, and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for that fiscal year, were $208,000.

Audit-related Fees – The aggregate audit-related fees of BDO Seidman, LLP and Ernst & Young, LLP for professional services rendered, primarily for the audit of the Company’s employee benefit plans, for the fiscal year ended June 30, 2003, were $48,000.

Tax Fees – The aggregate fees of BDO Seidman, LLP and Ernst & Young, LLP for tax services, preparation and review, rendered for the fiscal year ended June 30, 2003, were $32,000.

All Other Fees – There were no fees for other services billed by BDO Seidman, LLP or Ernst & Young, LLP for the fiscal year ended June 30, 2003, and there were no Financial Information Systems Design and Implementation services provided.

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COMPENSATION OF EXECUTIVE OFFICERS

     The following tables provide certain data and information on the compensation of the Company’s Chief Executive Officer and its four most highly compensated executive officers (other than the CEO) whose annual salary and bonus exceeded $100,000 (collectively referred to as the “Named Executives”). This report addresses the Company’s compensation policies and programs for the fiscal year ended June 30, 2004, the details of which are reflected in the tables set forth in the following pages of this Proxy Statement. The Company’s and the Board’s policies and practices pertaining to the compensation of executive officers and management have been in effect for a number of years.

Compensation Committee Report

     Decisions on the compensation of the Company’s executive officers are monitored by the Board’s Compensation Committee. This Committee is composed of three non-employee directors; Messrs. W. Peter Slusser (Chairman), James N. DeBoer, and David P. Molfenter.

     The Company has long-established policies and practices intended to compensate its salaried employees in a manner that will enable the Company to attract, retain and motivate them to accomplish corporate goals and objectives. These policies and practices encourage management to remain dedicated to the maximization of shareholder value.

     The Company’s compensation program encompasses several elements: cash compensation (including salary and incentive bonus), incentive stock options and defined benefit and defined contribution retirement plans. Reflective of the Company’s goal of relating compensation to corporate performance, the incentive bonus compensation plan permits certain executive officers to earn additional compensation if pre-tax earnings are in excess of an established goals. The performance goals for this plan are reviewed and approved annually by the Compensation Committee. In addition, at the discretion of the Committee, bonuses may be paid in addition to or in lieu of bonuses earned under the incentive bonus plan based on the Committee’s evaluation of the employee’s individual performance, level of responsibility and experience. During the past fiscal year, no bonuses were paid as either discretionary or under the incentive bonus compensation plan. Additionally, no stock options were awarded to officers or directors in fiscal 2004.

     The Committee members use the same procedures described above in setting the annual salary, bonus, and incentive stock option grants for Mr. David W. Hockenbrocht, the Company’s Chief Executive Officer and President. These Committee members evaluate the performance of Mr. Hockenbrocht at least annually based on both the Company’s financial performance and the extent to which the strategic and business goals established for the Company are met. Mr. Hockenbrocht does not have an employment agreement with the Company.

     Mr. Hockenbrocht’s annual base salary for the fiscal year ended June 30, 2004, was $330,750.

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EXECUTIVE COMPENSATION

Summary Compensation Table

     The Summary Compensation Table shows certain compensation information for the Named Executives for services rendered in all capacities during the fiscal years ended June 30, 2004, 2003, and 2002:

Options Granted in Last Fiscal Year

     During the fiscal year ended June 30, 2004, options to purchase 2,700 shares were granted to one employee. There were no options granted to officers or directors during fiscal 2004.

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Option/SAR Exercises and Holdings

     The following table sets forth information, with respect to the Named Executives, concerning the exercise of stock options or stock appreciation rights (“SARs”) during the year and unexercised options held at June 30, 2004. There were no SAR’s held as of June 30, 2004:

AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

Retirement Programs

     The Company maintains a defined benefit retirement plan for domestic employees of the Company which provides for monthly pensions following retirement. During the past year, no cash contribution was made by the Company to the plan as in the judgment of the Company’s independent actuaries, the pension plan was fully funded. The plan provides a basic benefit of $2.25 per month for each year of credited service up to a maximum of $90 per month. In addition, for those participants who contributed 5% of their monthly compensation (excluding bonuses) per month, the plan provides for an additional monthly pension amount equal to 11/2% of the participant’s final five-year average monthly compensation (excluding bonuses) times the participant’s years of contributory credited service to a maximum of 30 years. Effective April 1, 2000, the Company amended its defined benefit retirement plan to determine benefits by a cash balance formula. Under the cash balance formula, each participant has a benefit equal to their cash balance account which is credited yearly with 2% of their salary, as well as the interest earned on their previous year-end cash balance. Service under the Company’s prior salary-based formula was frozen as of March 31, 2000, and the benefit formula amended to calculate the monthly pension based upon the participant’s final five-year average earnings as defined.

     The following table shows the estimated annual retirement benefits, payable under the prior salary-based formula, in specified remuneration and service classifications upon normal retirement at age 65 (or June 30, 2004, if the individual is currently age 65 or older). The benefits shown are not subject to any deduction for Social Security or other offset amounts. The maximum amount of annual compensation allowed to be included in determining final average compensation has been limited by Federal statute to $205,000 for 2004. This amount is subject to future adjustment by the Internal Revenue Service.

18

     The following Named Executives have years of contributory credited service under the plan as of June 30, 2004, as follows:

     In addition to benefits payable under the prior salary-based formula of the defined benefit plan, benefits are available under the cash balance formula. Estimated lump sum benefits equal to their cash balance account under the cash balance pension plan upon retirement at age 65 (or June 30, 2004, if the individual is currently age 65 or older) for Messrs. Hockenbrocht, Johnson, Langley, Sobolewski and Stranko are, $18,511, $62,493, $36,278, $165,597, and $99,752 respectively, assuming each Named Executive receives no pay increase and cash balances are credited with interest at a rate of 6% per annum.

     The Company also maintains a 401(k) defined contribution plan for its U.S. employees. The Company’s matching contribution is 50% of a participants’ cash contribution of up to 6% of their wages. The Company’s matching cash contribution is directed to be invested in Sparton Common Stock. Contributions paid on behalf of the Named Executives are detailed in the Summary Compensation Table. The Company also has a defined contribution plan for its Canadian employees.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership to the Securities and Exchange Commission (SEC). Officers, directors, and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of the forms furnished to the Company, and/or written representations from certain reporting persons, during the fiscal year ended June 30, 2004, the Company believes that all filing requirements applicable to its officers and directors were complied with.

19

Performance Graph

     The following is a line-graph presentation comparing cumulative, five-year shareholder returns, on an indexed basis, of the Company’s Common Stock with that of a broad market index (the S&P 500 Composite Index) and the Electronics Component of the NASDAQ. The comparison assumes a $100 investment on June 30, 1999, and the reinvestment of dividends.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

     Mr. David W. Hockenbrocht is a member of the Board of Directors of Cybernet Systems, Inc. (Cybernet). The Company receives the Director’s fee for the Board meetings attended by Mr. Hockenbrocht. The Company owns 14% of Cybernet’s outstanding common stock.

INDEPENDENT AUDITORS

     Representatives of BDO Seidman, LLP, the Company’s independent auditors, are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

20

SHAREHOLDER PROPOSALS — 2005 ANNUAL MEETING

     Shareholder proposals intended to be included in the Proxy Statement and the Proxy for the 2005 Annual Meeting of Shareholders of the Company must be received by the Company not later than June 15, 2005, at its principal executive offices, 2400 East Ganson Street, Jackson, Michigan 49202, Attention: Corporate Secretary. Shareholder proposals to be presented at the 2005 Annual Meeting which are not to be included in the Company’s Proxy Statement must be received by the Company at this address no later than August 28, 2005.

By Order of the Board of Directors

JOSEPH S. LERCZAK,
Secretary

Dated: October 11, 2004.

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APPENDIX INDEX

22

APPENDIX A

Sparton Corporation
Audit Committee Charter

This Charter governs the organization and operation of the Audit Committee (the "Committee”) of the Board of Directors of Sparton Corporation (the “Company”) and has been approved by the Company’s Board of Directors. All amendments to this Charter shall be approved by the Board of Directors.

Committee Purpose and Role

The Committee is appointed by the Board of Directors to provide assistance to the Board of Directors in fulfilling its oversight responsibility relating to the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the qualification and independence of independent auditors, the annual independent audit of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and the ethics issues related thereto, and such other duties as may be assigned by the Board of Directors from time to time.

The Committee and any of its members shall, if requested by them, be given full access to any and all information within the Company’s custody or control, including, without limitation, information known to any of its officers, employees, consultants, legal counsel, independent auditors or any other member of the Board of Directors. The Committee will encourage full and free interchange among the Company’s Board of Directors, Chief Executive Officer, President, principal accounting officer, other Company executives and the independent auditors. The Company’s principal accounting officer is expected to be engaged with and supportive of a proactive philosophy that anticipates and shares with the Committee current issues and significant concerns.

The Committee is empowered to retain special legal, accounting or other advisors or consultants to advise the Committee, and it is authorized to access internal and external resources, as it deems necessary, in carrying out its responsibilities. The Committee may appoint subcommittees.

Committee Membership

The Committee shall consist of at least three directors appointed by the Board, one of whom shall be designated by the Board as Chairperson. The Board of Directors shall make an affirmative determination that each member of the Committee is independent of management and the Company. Members of the Committee will be considered independent if they have no relationship that may interfere with their independence from management, receive only director’s fees from the Company as compensation and otherwise qualify as independent under applicable laws, rules and regulations, including rules and regulations of the Securities and Exchange Commission and rules of the New York Stock Exchange. Notwithstanding the above, one director who is not independent may serve as a member of the Committee as and if permitted by applicable laws, rules and regulations; provided that any non-independent director may not serve more than two years on the Committee and may not serve as Chairperson of the Committee.

All Committee members shall: (1) have the ability to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, statement of cash flows, and key performance indicators; (2) have the ability to understand key business and financial risks and related controls and control processes; and (3) be financially literate at the time of their appointment to the Committee, all as interpreted by the Board of Directors and as may be defined by applicable laws, rules and regulations. In addition, the Chairperson of the Committee shall be financially sophisticated and at least one member of the Committee shall qualify as an “audit committee financial expert” as defined by applicable laws, rules and regulations.

A-1

Additionally, Committee members are encouraged to participate in relevant and appropriate continuing education to better understand the Company’s business and the environment in which the Company operates.

Any questions concerning a director’s independence or qualification to serve on the Committee will be determined by the Board of Directors in its business judgment and in accordance with applicable laws, rules and regulations. A Committee member may be removed for any reason by a majority vote of the Board of Directors.

Committee Meetings

The Committee shall hold regular meetings at least four times each fiscal year, and at any additional time as either the Board or the Committee deems necessary. Committee meetings normally will occur in conjunction with meetings of the Board of Directors. Special meetings of the Committee may be called by the Committee Chairperson or the principal accounting officer. In addition, the independent auditors or legal counsel may, at any time, request and cause to be convened a meeting with the Committee or Committee Chairperson, with or without management attendance. Pre-meeting materials are expected to be distributed to Committee members in sufficient time before the meeting to permit adequate review by members. Committee members are expected to review those materials before the meeting. Minutes of each meeting will be kept and distributed to all directors. Meetings will focus on substantive issues of current importance and be of duration adequate to permit full discussion of the agenda. The Committee may request that members of management and the Company’s independent auditors be present at meetings.

Committee Responsibilities and Processes

The Committee’s primary responsibilities are to assist the Board of Directors in its oversight of the integrity of the Company’s financial statements, of the Company’s compliance with legal and regulatory requirements and ethics issues, and of the independence and qualifications of the independent auditors. Management is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing the Company’s annual financial statements. The Committee should take appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behavior. The Committee shall regularly report the results of its activities to the Board of Directors.

The following shall be the principal recurring processes of the Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Committee may modify or supplement them as appropriate and consistent with applicable laws, rules and regulations, and as approved by the Board of Directors. The Committee’s processes should remain flexible, to best react to changing conditions and circumstances. In furtherance of these purposes, the Committee shall have the following authority, duties and responsibilities:

A-2

A-3

Although the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. These tasks are the responsibility of management and the independent auditors. It is not the duty of the Committee to conduct investigations, (other than as specifically described in this charter), and to resolve disagreements between management and the independent auditors, or to assure compliance with laws and regulations.

A-4

APPENDIX B

Sparton Corporation
Nominating and Corporate Governance Committee Charter

Membership

Purpose

The primary purpose of the Committee is to assist the Board of Directors by: (a) establishing qualifications and standards to serve as a director of the Corporation, (b) identifying and recommending individuals qualified to become directors of the Corporation, and (c) developing, recommending and reviewing corporate governance standards and policies for the Corporation.

Meetings and Procedures

B-1

Authority and Responsibilities

B-2

Recommending Shareholder Nominees

B-3

B-4

APPENDIX C

Sparton Corporation
Corporate Governance Guidelines

Governance Philosophy

Our standard is, and will continue to be, to conduct our business at the highest ethical level and to comply with all applicable laws and regulations. Though our business environment will change, our commitment to ethical and moral standards of business conduct must remain constant. Indeed, we must remain focused on and committed to The Sparton Way. The Sparton Way states that our employees, officers and directors shall be:

To accomplish these goals requires effective board governance. Therefore, our Board of Directors has adopted the following guidelines regarding the corporate governance of Sparton Corporation:

Responsibilities of the Board of Directors

C-1

The Board of Directors has delegated to the Chief Executive Officer, working with the other executive officers of the Corporation, the authority and responsibility for managing the business of the Corporation in a manner consistent with the Corporation’s standards, practices, and policies, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible to seek the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Corporation.

Board Composition

C-2

Board Meetings and Materials

C-3

Board Committees

C-4

Annual Review of Governance Guidelines

The Nominating and Corporate Governance Committee of the Board of Directors shall review these Governance Guidelines on at least an annual basis and report any recommendations to the Board.

Availability of Guidelines

These Governance guidelines shall be posted on the Corporation’s website and referenced in the Corporation’s annual proxy statements.

C-5

APPENDIX D

Sparton Corporation
Compensation Committee Charter

Membership

Purpose

Meetings and Procedures

D-1

Authority and Responsibilities

D-2

D-3

APPENDIX E

Sparton Corporation
Executive Committee Charter

Background

Purpose

Responsibilities

E-1

E-2

Annual Meeting of Shareholders
November 10, 2004, 2:00 p.m. Eastern Standard Time
Holiday Inn
2000 Holiday Inn Drive, Jackson, Michigan 49202

You can vote in one of three ways: 1) By Mail, 2) By Phone, 3) By Internet.
See the reverse side of this sheet for instructions.

IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF PROXY CARD, DETACH AND RETURN IN THE ENCLOSED ENVELOPE TO:

Illinois Stock Transfer Co.
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606

TO VOTE BY MAIL

To vote by mail, complete both sides, sign and date the proxy card below. Detach the card below and return it in the envelope provided.

TO VOTE BY TELEPHONE

Your telephone vote is quick, confidential and immediate. Just follow these easy steps:

Please note that all votes cast by telephone must be completed and submitted prior to Tuesday, November 9, 2004, at 11:59 P.M. Central Time. Your telephone vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card.

If You Vote By TELEPHONE Please Do Not Return Your Proxy Card By Mail

TO VOTE BY INTERNET

Your Internet vote is quick, confidential and your vote is immediately submitted. Just follow these easy steps:

Please note that all votes cast by Internet must be completed and submitted prior to Tuesday, November 9, 2004, at 11:59 P.M. Central Time. Your Internet vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card.

This is a “secured” web page site. Your software and/or Internet provider must be “enabled” to access this site. Please call your software or Internet provider for further information if needed.

If You Vote By INTERNET, Please Do Not Return Your Proxy Card By Mail