Exhibit B

Andrew E. Shapiro

October 20, 2004

Sparton Board of Directors

Mr. William I. Noecker, Lead Independent Director

Mr. David P. Molfenter, Chairman Nominating and Corporate Governance Committee

Mr. James N. DeBoer

Mr. James D. Fast

Richard J. Johns, M.D.

Mr. W. Peter Slusser

Mr. Bradley O. Smith, Chairman of the Board

Mr. David W. Hockenbrocht

Mr. Richard L. Langley

c/o Office of the Corporate Secretary

Sparton Corporation

2400 East Ganson Street

Jackson, MI 49202

Gentlemen:

We have seen your announcement from last week concerning the purported results of the adjourned September 24, 2004 Special Meeting reconvened on October 15, 2004 (the "Special Meeting"). It is our view that the adjournment of the Special Meeting was improper and, without this adjournment, Sparton shareholders would retain their cumulative voting rights. Further, even with soliciting additional votes during the improper three-week adjournment, according to the results summarized in your press release, Proposal 1 passed by the slimmest of margins, and we believe any vote discrepancies require focused scrutiny. To date, Sparton still refuses our requests to confirm or disclose to the public the final voting detail. These points raise several serious issues regarding the legitimacy of the removal of shareholder's cumulative voting rights ("Proposal 1") and whether the Sparton board has properly carried out its duty of loyalty to all shareholders. One would have hoped, with such voting controversy in the 2000 presidential election, more respect would be given to the voting process. Unfortunately, Sparton's actions appear similarly controversial.

1. The stated reason for the adjournment was misrepresented- When the Special Meeting took place on September 24^th, the voting results should have been counted and finalized that day. However, Sparton adjourned the Special Meeting, purportedly "to permit the balance of unvoted shareowners to express their votes for the two measures in question." Just what was the "balance of unvoted shareowners"? There was a quorum present. But were only 50%, 60%, 70% or 80% of shares present? No! A shareholder personally attending the September 24^th Special Meeting reported to us that Sparton announced 7,757,377 or almost 93% of all Sparton's shares outstanding were present and represented. To adjourn a meeting when almost 93% of the shareholders were present is unprecedented, and it was clearly done for the purpose of changing the results of the election.
2. Sparton failed to pass Proposal 1 on September 24^th- Despite the extraordinary turn-out on September 24^th representing almost 93% of outstanding shares, and despite the fact that the Smith family (Brad Smith and Judith Sare), management and affiliates control approximately 40% of Sparton's outstanding stock, Sparton apparently failed to achieve the necessary votes to pass the proposal to eliminate cumulative voting. This is clear from the decision to adjourn, as had the vote turned out the way you wanted you certainly would not have adjourned the meeting. Instead of accepting the shareholder mandate, we believe Sparton improperly adjourned the meeting for three weeks to solicit new votes and attempt to persuade shareholders opposing the elimination of cumulative voting to change their votes.
3. We believe the adjournment was illegal- Cumulative voting's removal disenfranchises minority shareholders from any board representation whatsoever. With 40% of Sparton's stock, the Smith family, management and affiliates will continue to elect ALL board members of Sparton. The remaining 60% of shares have lost their means to ensure some proportional representation on this board. This change makes Sparton's board and management less accountable not more. We believe Sparton's decision to hold the polls open for an improper purpose during a three-week adjournment of the Special Meeting was illegal under Ohio law, Sparton's state of incorporation, and is a fact pattern more egregious (e.g. 93% of the shares present, proposal concerned disenfranchising shareholder's voting rights) than the leading case on this issue, State of Wisconsin Investment Board v. Peerless Systems Corp., et al.

Now lets consider the "reported" vote on October 15 itself:

1. If the votes were not counted in error, Proposal 1 barely passed on October 15th- Cumulative voting is considered so important to protect minority shareholders that a super-majority of 66 2/3^rds of all OUTSTANDING shares is required to remove it. Sparton announced in its press release that "in excess of 95% of shares outstanding were represented" on October 15th. Sparton also announced that "over 70% of the shares voting" favored the proposals. Thus the resulting 70% of 95% equals only 66.5%, just shy of the required vote. Supporting this calculation, a shareholder attending the October 15^th reopening of the Special Meeting reported to us that Sparton announced 5,607,704 shares or 67.15% of Sparton's total outstanding shares voted in favor of the proposal to remove cumulative voting. If this number is correct, the proposal purportedly passed by only around 40,000 shares (less than 0.5%) of Sparton's 8,351,538 total outstanding shares.
2. Absent the adjournment, Proposal 1 would not have passed- Rather than accept the legitimate results of the September 24^th meeting, Sparton used all the power of the corporation to improperly manipulate the voting process and the election. We understand that during the three-week adjournment, Sparton conducted a purported "roadshow", designed, we believe, to improperly influence shareholders who had already voted their shares against the proposals to change their votes. At the October 15^th reopening of the Special Meeting, the attending shareholder reported to us that the company announced 7,958,235 shares (95.29% of total outstanding) were represented, a percentage similar to what the Company reported in its press release. Thus, by means of the three-week adjournment, Sparton was able to bring in an additional 200,858 shares (2.41%) to vote, presumably mostly in favor of your proposal, and surely much more than the thin margin of victory cited above. Furthermore, any switched shares would be new votes in favor of Sparton's proposal in addition to the incremental shares Sparton brought in through the three-week adjournment.
3. The inspector of elections was not independent- Illinois Stock Transfer Company, the inspector of elections appointed by Sparton, is also Sparton's transfer agent. As its agent, it is an extension of the company by definition. They regularly receive fees from Sparton as its transfer agent and thus are not an independent party. Would their inspection results hold up under scrutiny? Sparton continues to deny us the right to inspect any voting results. This increases our belief that there are likely a few "hanging chad" ballots that ought to be scrutinized. We again note the narrow margin of "passage" of the proposal and the number of additional shares brought in during the adjournment.
4. There are unanswered voting discrepancies- It is our understanding that the number of votes ADP reported to Sparton "Against" the adoption of Proposal 1 exceeded the number of votes Sparton reported as "Against" the proposal. Furthermore, if the number of votes reported by ADP and Sparton at the October 15^th meeting are correct, it would seem to indicate that every "registered" share not only voted, but voted with management. This would seem highly unusual. As board members, you have a duty to investigate the integrity and accuracy of this vote.

Lawndale is a long term investor and strongly believes in having constructive relationships with boards of directors. We will continue our efforts to improve the independence, composition, and functionality of Sparton's board. While we have witnessed some changes in Sparton's governance policies in response to our criticism, we believe that they are largely cosmetic in light of the Company's recent efforts to disenfranchise minority shareowners. Through the increased transparency of the public microscope that will continue to stay upon you, we hope that these practices can be transformed to meet the stated goals of Sparton's policies, including your Corporate Governance Guidelines which state that "officers and directors shall be" "Dedicated to honest and open communications with all who are involved in Sparton's business." We are confident that as Sparton's governance policies and practices do change, the company's business results will also improve, creating shareholder value for all.

Sincerely,

Andrew Shapiro

President

Lawndale Capital Management, LLC

591 Redwood Highway #2345

Mill Valley, CA 94941

Phone- 415-389-8258

Fax- 415-389-0180

E-mail- lawndale@compuserve.com