SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    PROXY STATEMENT PURSUANT TO SECTION 14(A)

Filed by the Registrant /  /

Filed by a Party other than the Registrant /X/

Check the appropriate box:

/ /    Preliminary Proxy Statement
/ /    Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
/ /    Definitive Proxy Statement
/X/    Definitive Additional Materials
/ /    Soliciting Material Pursuant to Section 240.14a-11(c) or
       Section 240.14a-12


                             PUROFLOW INCORPORATED
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                (Name of Registrant as Specified In Its Charter)

                            THE FULL VALUE COMMITTEE
                            STEEL PARTNERS II, L.P.
                             WARREN G. LICHTENSTEIN
                                ROBERT FRANKFURT
                              JAMES BENENSON, JR.
                                 STEVEN WOLOSKY
- --------------------------------------------------------------------------------
                   (Name of Persons(s) Filing Proxy Statement)

     Payment of Filing Fee (Check the appropriate box):

     /X/  No fee required.

     / /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
          and 0-11.

     (1)  Title of each class of securities to which transaction applies:

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     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit price or other  underlying  value of transaction  computed
          pursuant to

                                       -1-



                  Exchange Act Rule 0-11:

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     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

- --------------------------------------------------------------------------------

     / /  Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------


     / /  Check box if any part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

     (1)  Amount Previously Paid:

- --------------------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

     (3)  Filing Party:

- --------------------------------------------------------------------------------

     (4)  Date Filed:

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                                       -2-




                             STEEL PARTNERS II, L.P.
                        150 East 52nd Street, 21st Floor
                               New York, NY 10022



                                  June 3, 1999



BY FACSIMILE AND FEDERAL EXPRESS
- --------------------------------

Board of Directors
Puroflow Incorporated
16559 Saticoy Street
Van Nuys, California 91004

Dear Gentlemen:

         Steel Partners II, L.P.  ("Steel  Partners" or "Steel")  currently owns
1,336,100  shares of common stock or 16.7% of the primary shares  outstanding of
Puroflow Incorporated ("Puroflow" or the "Company").  We are writing this letter
in response to the press release of the Company dated May 28, 1999.

         Although we are  encouraged by  Puroflow's  decision to consult with an
investment  banking  firm in order to assist the Board in  evaluating  strategic
alternatives,  we were  severely  disappointed  by the  Company's  adoption of a
poison  pill and  decision  to delay the annual  meeting.  Although  the Company
states in its press release that these moves were made in the best  interests of
the Company's shareholders,  we find them to be at the least self-serving and at
the  most a  blatant  disregard  of  the  Board's  fiduciary  duty  towards  its
shareholders.

         We  believe  the  Company's   assertions  that  Steel  Partner's  is  a
"corporate  raider" and that we utilize "abusive  tactics" in our business to be
completely  without  merit.  Our primary  goal in all of our  investments  is to
increase the value of the shares held by all  shareholders.  In that regard,  we
consistently  follow  Federal  securities  regulations,  including the filing of
Reports on Schedule 13D and Forms 3 and 4, in order to apprise the  Company's in
which we invest,  and the investing public in general,  of our plans. Our aim is
simple and direct,  as you well know.  We believe that the best way to deal with
underperforming  Company's is to acquire a large enough stake as to give Steel a
platform with which to best express its views and bring forth  positive  change.
Our recent track record, which has been well-documented,  has shown this formula
to have met with great  success.  For example,  Steel's  involvement  with Aydin
Corporation  from October 5, 1998 until April 1999  concluded with a sale of the
Company at a price of $13.50 per share, which represented a premium




of approximately  39% over the reported closing price of $9.69 per share the day
preceding the  announced  sale. In addition,  Steel's  involvement  with Medical
Imaging Centers of America ultimately  concluded in the sale of that company for
$11.75 per share, as contrasted with the price of $8.25 per share,  representing
the  closing  price  on  the  day  prior  to the  initiation  of  Steel's  proxy
solicitation. Steel Partners has never viewed, nor can it understand how a third
party such as the  Company  could  view,  its  actions as  involving a "creeping
tender". Steel Partners buys its shares primarily on the open market, at current
prices,  and  promptly  discloses  such  purposes  in  accordance  with  Federal
securities  laws.  Any  other   characterization  is  false  and  misleading  to
shareholders and investors.  It would be a shame to waste the Company's time and
money in a futile effort to prove otherwise, when the Company should be focusing
all of its energies on maximizing the value of its shares.

         On the other hand, it would seem that the Board's  current  tactics ARE
"abusive"  to  the  Company's  shareholders.   A  poison  pill  without  onerous
provisions,  if voted on and  approved  by the  shareholders  of the Company and
instituted  for a  valid  purpose,  can  be an  efficient  procedure  to  assure
shareholders  of a fair  price in the event of an  attempted  takeover  or other
hostile transaction.  However, a poison pill put in place without the consent of
shareholders,  and with a sole view towards  entrenching the current  management
and making it impossible for the Company to be sold, is nothing but  detrimental
to shareholders. In this light, we hereby request that the Company put the issue
of a poison pill up for a vote of shareholders  at the annual meeting,  whenever
it may be held.  Shareholders  should be able to decide for  themselves  such an
important issue.

         In that regard,  we reiterate  our  disappointment  with the  Company's
postponement of the annual meeting. For most shareholders, the annual meeting is
their only  opportunity to speak their mind and take a part in the governance of
the Company.  A postponement  of the annual meeting takes away the  shareholders
right to exercise such  actions.  Since the Company has had a full year in which
to evaluate its  alternatives  and plans for the future,  it makes us quite wary
that the  Company  would  choose to postpone  the annual  meeting at such a late
date.  We would  hope that the  Company is  sincere  in its  assertion  that the
postponement  is for the good of  shareholders  and not a way for the Company to
issue more "cheap stock" to its officers and directors.

         Once  again,  we would  like to offer our  assistance  in  helping  the
Company to maximize its value on a friendly,  negotiated  basis. In that regard,
we would ask that you  disclose  the name of the  investment  banking  firm with
which  you have  consulted  and the  terms,  if any,  of such  consultation.  In
addition,  we invite  the Board to meet with us face to face in order to discuss
our alternatives for the Company,  and assist you in your stated goal to enhance
shareholder value.

                                                  Sincerely,


                                                  /s/ Warren G. Lichtenstein






                                                  Warren G. Lichtenstein
                                                  Managing Partner