February 28, 2005



Via Fax & U.S. Mail

Mr. Richard L. Langley
Chief Financial Officer
Sparton Corporation
2400 East Ganson Street
Jackson, Michigan  49202-3795


RE: 	Sparton Corporation
	Form 10-K for the Fiscal Year Ended June 30, 2004
	Form 10-Q for the Quarterly Period Ended December 31, 2004
	File No. 1-01000


Dear Mr. Langley:

	Based upon an examination restricted solely to considerations
of
the Financial Statements, Management`s Discussion and Analysis,
and
Selected Financial Data, we have the following comments on the
above-
referenced documents.  Where indicated, we think you should revise
your future filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your response.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

* * * * *

	Please respond to confirm that such comments will be complied
with, or, if certain of the comments are deemed inappropriate,
advise
us of the reason thereof.  Please respond within fifteen business
days.


Form 10-K for the Year Ended June 30, 2004
Financial Statements
Consolidated Balance Sheets, page 15

1. We note that you have presented the caption "commitments and
contingencies" on the face of the balance sheet, as required by
Rule
5-02.25 of Regulation S-X.  In future filings, please remove the
dash
(-) included in the dollar amount columns for each period
presented
as the dash may be interpreted to mean that you have no
commitments
and contingencies.

Consolidated Statements of Income, page 16

2. We note that you have presented the gain from the sale of
property
and equipment below operating loss for the year ended June 30,
2004.
In this regard, please revise future filings to present gains or
losses on the sale of long-lived assets as a component of income
(loss) from operations.  See paragraph 45 of SFAS No. 144.

3. Reference is made to your discussion in the last paragraph on
page
7 (MD&A).  You state that $598,000 and $181,000 included in fiscal
years 2004 and 2003, respectively are associated with costs
related
to an insurance adjustment for a previously disputed claim, which
has
been settled.  Supplementally tell us, in appropriate detail, the
facts and circumstances related to the adjustments for each period
presented.  Also, tell us how you determined that it was
appropriate
to include the adjustments as part of continuing operations
(versus
discontinued operations) since the insurance adjustments relate to
your previously owned automotive segment.  Assuming your
classification of the adjustments within continuing operations is
appropriate, please tell us your accounting basis for classifying
the
adjustments as "non-operating" costs versus operating costs.  See
paragraph 85 and 86 of FASB Concepts No. 6.  We may have further
comments.

4. Reference is made to the third paragraph under the Liquidity
and
Capital Resources (MD&A) section on page 9.  You state that you
sold
your existing Rio Rancho plant in June 2004 and recognized an
$844,000 gain on the sale.  In addition, you state that you will
continue to lease the existing Rio Rancho plant until your new
facility is completed and that the transition between the
facilities
has an anticipated completion date of November 2004.  In this
regard,
supplementally tell us how you determined that is was appropriate
to
recognize the gain on the sale of the facility in June 2004.  Your
response should include, but not be limited to, whether you
determined that you only retained a minor portion of the rights to
use the property (i.e., the present value of fair rental payments
is
equal to 10% or less of the fair value of the existing Rio Rancho
plant) supporting your treatment of the sale and the leaseback as
separate transactions.  See paragraph 3(a) of SFAS No. 28.  We may
have further comments.

Note 1.  Significant Accounting Policies
Basis of presentation, page 19

5. You disclose that you consolidate the accounts Sparton
Corporation
and all active subsidiaries.  Pursuant to SFAS No. 94, all
companies
in which you have a majority voting interest should be
consolidated.
In this regard, supplementally tell us, with a view toward
expanded
disclosure, the impact that the consolidation of inactive
subsidiaries will have on your financial statements and related
disclosures for each period presented.  We may have further
comments.

Revenue recognition, page 19

6. Reference is made to your contracts that are accounted for
using
long-term contract accounting.  Please supplementally tell us, and
disclose in future filings, the method of measuring the extent of
progress towards completion (e.g., cost to cost).  See paragraphs
44
and 45 of SOP 81-1 for guidance.

Research and development expenditures, page 21

7. Reference is made to your customer funded R&D.  Please revise
future filings to include the disclosures required by paragraph 14
of
SFAS No. 68, if material.

Note 3.  Investment Securities, page 22

8. We note your disclosure that you believe the equity method of
accounting for your investment in Cybernet is appropriate given
your
level of involvement in the entity.  We note that Item 9 of your
response letter dated January 15, 2003 explains why you believe
equity accounting is appropriate under your circumstances.  In
this
regard, please revise future filings to disclose the facts and
circumstances supporting your conclusion that you have the ability
to
exercise significant influence over the operating and financial
policies of Cybernet.  Also, supplementally provide us with your
revised disclosures.

Note 4.  Long-Term Contracts, page 23

9. Revise future filings to include the disclosures required by
Rule
5-02(3)(c) of Regulation S-X, as applicable.

Form 10-Q for the Quarterly Period Ended December 31, 2004

10. Comply with the comments on the Form 10-K for the year ended
June
30, 2004 as they apply to filings on Form 10-Q.

Closing

You may contact Claire Lamoureux at (202) 824-5663 or Katherine
Mathis at (202) 942-1994 if you have any questions regarding the
comments above.  Please contact me at (202) 942-1936 with any
other
questions.



Sincerely,


							Linda Cvrkel
							Branch Chief


Via facsimile:  (517) 787-1822
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Mr. Richard L. Langley
Sparton Corporation
February 28, 2005
Page 1