As filed with the Securities and Exchange Commission on September 28, 2000 -
                                               Registration No. 333-____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               SPARTON CORPORATION
             (Exact name of registrant as specified in its charter)

              Ohio
   (State or other jurisdiction of                       38-1054690
    incorporation or organization           (I.R.S. Employer Identification No.)


                 2400 E. Ganson Street., Jackson, Michigan 49202
          (Address of principal executive offices, including zip code)

                  Sparton Corporation 1999 Stock Incentive Plan
                            (Full title of the plan)

       Corporate Secretary, 2400 E. Ganson Street, Jackson, Michigan 49202
                     (Name and address of agent for service)

                                 (517) 787-8600
          (Telephone number, including area code, of agent for service)

                          Copies of communications to:
                              Michael G. Wooldridge
                     Varnum, Riddering, Schmidt & HowlettLLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                      Proposed               Proposed
                                                       Maximum                Maximum               Amount of
 Title of Securities         Amount to be          Offering Price            Aggregate            Registration
  to be Registered            Registered            Per Share(1)         Offering Price(1)           Fee(2)
<S>                             <C>                    <C>                  <C>                      <C>
Common Stock
($1.25 par value)               500,000                $4.1875              $2,093,750               $552.75
====================================================================================================================
</TABLE>
(1)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $4.1875  per share,  the average of the high
         and low sale prices for the Common Stock of the  Registrant  in the New
         York Stock  Exchange on September  25, 2000,  in  accordance  with Rule
         457(h).
(2)      Registration fee  is  calculated on the basis of .0264% of the proposed
         maximum aggregate offering price of $4.1875.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  Registrant's  Annual  Report on Form 10-K for the year  ended June 30,
2000,  which has been  filed by the  Registrant  with the  Commission  (File No.
0-1000),  is  incorporated  herein by reference.  All other reports filed by the
Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act") since the end of the fiscal year covered
by the  foregoing  Annual  Report  on  Form  10-K  are  incorporated  herein  by
reference.  All other reports or documents  filed by the Registrant  pursuant to
the  requirements  of Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The description of the  Registrant's  Common Stock, the class of securities
offered  pursuant  to  this   Registration   Statement,   is  contained  in  the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     The Company's Code of Regulations provide that its directors,  officers and
employees  are  indemnified  against  expenses   (including   attorneys'  fees),
judgments,  decrees,  fines,  penalties  and  reasonable  settlements,  if it is
determined  that the  person  seeking  indemnification  was not and has not been
adjudicated to have been negligent or guilty of misconduct in the performance of
his or  her  duties,  he or she  acted  in  good  faith  and in  what  he or she
reasonably believed to be in the best interests of the Company and, with respect
to criminal  proceedings,  he or she had no reasonable cause to believe that his
or her  conduct  was  unlawful.  The Code of  Regulations  also  provide for the
payment by the Company of  expenses  with  respect to any pending or  threatened
action,  suit or proceeding against an officer,  director or employee in advance
of final disposition,  conditioned on the recipient's undertaking to the Company
that such advances will be repaid unless it shall  ultimately be determined that
he or she is entitled to be indemnified by the Company.  The Code of Regulations
of the Company provide that the right of indemnification  granted under the Code
of  Regulations  is not  exclusive,  as a result of which the  Company may adopt
individual  indemnification agreements broader than that provided under Ohio law
or the Company's Code of Regulations or Bylaws.  The Company maintains  director
and officer  liability  insurance  for the benefit of its directors and officers
and those of its wholly owned subsidiaries.

                                      S-1
<PAGE>
     Ohio law also provides for the  indemnification of directors,  officers and
employees of Ohio  corporations.  The Ohio General  Corporation Law requires the
indemnification of a director,  officer, employee or agent if he or she has been
successful  on the merits or  otherwise  in the defense of any  action,  suit or
proceeding, against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection  with the action,  suit or  proceeding.  In
addition,  the Plan provides that no director or committee member will be liable
for any action or  determination  made in good faith with respect to the Plan or
the grant of an Award under the Plan.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-6

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's
annual report  pursuant to Section 15(d) of the Securities  Exchange Act of 1934
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such

                                      S-2
<PAGE>
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed by the Act and will be governed by the final adjudication of
such issue.








                                      S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Jackson,  State  of  Michigan,  on the 28th day of
September, 2000.

                                       SPARTON CORPORATION


                                       By /s/ John J. Smith
                                          John J. Smith, Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John J. Smith and David W. Hockenbrocht, and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on September  28,  2000,  by the
following persons in the capacities indicated.


/s/ John J. Smith                                 /s/ William I. Noecker
John J. Smith, Director, Chairman of              William I. Noecker, Director
the Board, Chief Executive Officer
(Principal Executive Officer)

/s/ David W. Hockenbrocht                         /s/ W. Peter Slusser
David W. Hockenbrocht, Director, President        W. Peter Slusser, Director
and Chief Operating Officer

/s/ Richard L. Langley                            /s/ Rory B. Riggs
Richard L. Langley, Vice President,               Rory B. Riggs, Director
Treasurer (Principal Financial Officer
and Principal Accounting Officer)

/s/ Robert J. Kirk                                /s/ Bradley O. Smith
Robert J. Kirk, Director                          Bradley O. Smith, Director

/s/ James N. DeBoer
James N. DeBoer, Director


                                      S-4
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the Sparton  Corporation  1999 Stock  Incentive  Plan of our
report  dated  August  25,  2000,  with  respect to the  consolidated  financial
statements of Sparton Corporation incorporated by reference in its Annual Report
(Form  10-K) for the year ended June 30,  2000,  filed with the  Securities  and
Exchange Commission.




                                               /S/ ERNST & YOUNG LLP




Toledo, Ohio
September 27, 2000



                                      S-5
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Item 4        Sparton Corporation 1999 Stock Incentive Plan

Item 5        Opinion of Varnum, Riddering, Schmidt & Howlett LLP with  respect
              to the legality of the securities being registered

Item 23.1     Consent of Ernst & Young LLP - included on page S-5 hereof

Item 23.2     Consent of Varnum, Riddering, Schmidt & Howlett LLP (included with
              the opinion filed as Exhibit 5)

Item 24       Power of Attorney - included on page S-4 hereof



                                      S-6
<PAGE>
                               September 28, 2000


Sparton Corporation
2400 East Ganson Street
Jackson, Michigan   49202

      Re:   Registration Statement on Form S-8 Relating to the Sparton
            Corporation 1999 Stock Incentive Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement")  filed by Sparton  Corporation,  an Ohio corporation (the "Company")
with the  Securities  and Exchange  Commission,  for the purpose of  registering
under the  Securities  Act of 1933, as amended,  500,000 shares of the Company's
common stock, par value $1.25 per share,  for issuance  pursuant to the Plan, we
have  examined  such  documents  and  questions of law we consider  necessary or
appropriate for the purpose of giving this opinion.

     On the basis of such  evaluation,  we advise  you that in our  opinion  the
500,000 shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement but not less than
the par value thereof,  and upon delivery of such shares and payment therefor in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally authorized,  issued and outstanding,  and will be fully
paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner



                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 17916}]
{"company-data": {"conformed-name": "SPARTON CORP", "cik": "0000092679", "assigned-sic": "3714", "irs-number": "381054690", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46804", "film-number": "730566"}, "business-address": {"street1": "2400 E GANSON ST", "city": "JACKSON", "state": "MI", "zip": "49202", "phone": "5177878600"}, "mail-address": {"street1": "2400 E GANSONS STREET", "city": "JACKSON", "state": "MI", "zip": "49202"}, "former-company": {"former-conformed-name": "SPARKS WITHINGTON CO", "date-changed": "19710510"}}
As filed with the Securities and Exchange Commission on September 28, 2000 -
                                               Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               SPARTON CORPORATION
             (Exact name of registrant as specified in its charter)

              Ohio
   (State or other jurisdiction of                       38-1054690
    incorporation or organization           (I.R.S. Employer Identification No.)

                 2400 E. Ganson Street., Jackson, Michigan 49202
          (Address of principal executive offices, including zip code)

                  Sparton Corporation 1999 Stock Incentive Plan
                            (Full title of the plan)

       Corporate Secretary, 2400 E. Ganson Street, Jackson, Michigan 49202
                     (Name and address of agent for service)

                                 (517) 787-8600
          (Telephone number, including area code, of agent for service)

                          Copies of communications to:
                              Michael G. Wooldridge
                     Varnum, Riddering, Schmidt & HowlettLLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                      Proposed               Proposed
                                                       Maximum                Maximum               Amount of
 Title of Securities         Amount to be          Offering Price            Aggregate            Registration
  to be Registered            Registered            Per Share(1)         Offering Price(1)           Fee(2)
Common Stock
($1.25 par value)               500,000                $4.1875              $2,093,750               $552.75
====================================================================================================================
(1)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $4.1875  per share,  the average of the high
         and low sale prices for the Common Stock of the  Registrant  in the New
         York Stock  Exchange on September  25, 2000,  in  accordance  with Rule
         457(h).
(2)      Registration fee  is  calculated on the basis of .0264% of the proposed
         maximum aggregate offering price of $4.1875.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  Registrant's  Annual  Report on Form 10-K for the year  ended June 30,
2000,  which has been  filed by the  Registrant  with the  Commission  (File No.
0-1000),  is  incorporated  herein by reference.  All other reports filed by the
Registrant  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the  "Exchange  Act") since the end of the fiscal year covered
by the  foregoing  Annual  Report  on  Form  10-K  are  incorporated  herein  by
reference.  All other reports or documents  filed by the Registrant  pursuant to
the  requirements  of Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The description of the  Registrant's  Common Stock, the class of securities
offered  pursuant  to  this   Registration   Statement,   is  contained  in  the
Registrant's Registration Statement filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     The Company's Code of Regulations provide that its directors,  officers and
employees  are  indemnified  against  expenses   (including   attorneys'  fees),
judgments,  decrees,  fines,  penalties  and  reasonable  settlements,  if it is
determined  that the  person  seeking  indemnification  was not and has not been
adjudicated to have been negligent or guilty of misconduct in the performance of
his or  her  duties,  he or she  acted  in  good  faith  and in  what  he or she
reasonably believed to be in the best interests of the Company and, with respect
to criminal  proceedings,  he or she had no reasonable cause to believe that his
or her  conduct  was  unlawful.  The Code of  Regulations  also  provide for the
payment by the Company of  expenses  with  respect to any pending or  threatened
action,  suit or proceeding against an officer,  director or employee in advance
of final disposition,  conditioned on the recipient's undertaking to the Company
that such advances will be repaid unless it shall  ultimately be determined that
he or she is entitled to be indemnified by the Company.  The Code of Regulations
of the Company provide that the right of indemnification  granted under the Code
of  Regulations  is not  exclusive,  as a result of which the  Company may adopt
individual  indemnification agreements broader than that provided under Ohio law
or the Company's Code of Regulations or Bylaws.  The Company maintains  director
and officer  liability  insurance  for the benefit of its directors and officers
and those of its wholly owned subsidiaries.

                                      S-1
Ohio law also provides for the  indemnification of directors,  officers and
employees of Ohio  corporations.  The Ohio General  Corporation Law requires the
indemnification of a director,  officer, employee or agent if he or she has been
successful  on the merits or  otherwise  in the defense of any  action,  suit or
proceeding, against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection  with the action,  suit or  proceeding.  In
addition,  the Plan provides that no director or committee member will be liable
for any action or  determination  made in good faith with respect to the Plan or
the grant of an Award under the Plan.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-6

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's
annual report  pursuant to Section 15(d) of the Securities  Exchange Act of 1934
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such

                                      S-2
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed by the Act and will be governed by the final adjudication of
such issue.

                                      S-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Jackson,  State  of  Michigan,  on the 28th day of
September, 2000.

                                       SPARTON CORPORATION

                                       By /s/ John J. Smith
                                          John J. Smith, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John J. Smith and David W. Hockenbrocht, and each
of them,  his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on September  28,  2000,  by the
following persons in the capacities indicated.

/s/ John J. Smith                                 /s/ William I. Noecker
John J. Smith, Director, Chairman of              William I. Noecker, Director
the Board, Chief Executive Officer
(Principal Executive Officer)

/s/ David W. Hockenbrocht                         /s/ W. Peter Slusser
David W. Hockenbrocht, Director, President        W. Peter Slusser, Director
and Chief Operating Officer

/s/ Richard L. Langley                            /s/ Rory B. Riggs
Richard L. Langley, Vice President,               Rory B. Riggs, Director
Treasurer (Principal Financial Officer
and Principal Accounting Officer)

/s/ Robert J. Kirk                                /s/ Bradley O. Smith
Robert J. Kirk, Director                          Bradley O. Smith, Director

/s/ James N. DeBoer
James N. DeBoer, Director

                                      S-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the Sparton  Corporation  1999 Stock  Incentive  Plan of our
report  dated  August  25,  2000,  with  respect to the  consolidated  financial
statements of Sparton Corporation incorporated by reference in its Annual Report
(Form  10-K) for the year ended June 30,  2000,  filed with the  Securities  and
Exchange Commission.

                                               /S/ ERNST & YOUNG LLP

Toledo, Ohio
September 27, 2000

                                      S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Item 4        Sparton Corporation 1999 Stock Incentive Plan

Item 5        Opinion of Varnum, Riddering, Schmidt & Howlett LLP with  respect
              to the legality of the securities being registered

Item 23.1     Consent of Ernst & Young LLP - included on page S-5 hereof

Item 23.2     Consent of Varnum, Riddering, Schmidt & Howlett LLP (included with
              the opinion filed as Exhibit 5)

Item 24       Power of Attorney - included on page S-4 hereof

                                      S-6
September 28, 2000

Sparton Corporation
2400 East Ganson Street
Jackson, Michigan   49202

      Re:   Registration Statement on Form S-8 Relating to the Sparton
            Corporation 1999 Stock Incentive Plan (the "Plan")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement")  filed by Sparton  Corporation,  an Ohio corporation (the "Company")
with the  Securities  and Exchange  Commission,  for the purpose of  registering
under the  Securities  Act of 1933, as amended,  500,000 shares of the Company's
common stock, par value $1.25 per share,  for issuance  pursuant to the Plan, we
have  examined  such  documents  and  questions of law we consider  necessary or
appropriate for the purpose of giving this opinion.

     On the basis of such  evaluation,  we advise  you that in our  opinion  the
500,000 shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement but not less than
the par value thereof,  and upon delivery of such shares and payment therefor in
accordance  with the terms  stated in the Plan and the  Registration  Statement,
will be duly and legally authorized,  issued and outstanding,  and will be fully
paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner

                                    EXHIBIT 5