# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 8-K

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# CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 27, 2005

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

|Pennsylvania                 | 1-5005       | 23-1069060         
|---------------------------- | ------------ | -------------------
|(State or other jurisdiction | (Commission  | (IRS Employer      
|of incorporation)            | File Number) | Identification No.)

1260 Red Fox Road,
Arden Hills, MN 55112(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code (651) 636-9770

_________________________________________________ 
(Former name or former address, if changed since last report)

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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):

|o |  | Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
|- |  | ------------------------------------------------------------------------------------

|o |  | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|- |  | --------------------------------------------------------------------------------------

|o |  | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|- |  | ------------------------------------------------------------------------------------------------------

|o |  | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|- |  | ------------------------------------------------------------------------------------------------------





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# Item. 1.01. Entry into a
Material Definitive Agreement

On
September 27, 2005, the Compensation Committee granted to each of the non-employee
directors, Nicholas A. Giordano, Michael J. McKenna and Robert N. Masucci, an option to
purchase 10,000 shares of the Companys common stock at an exercise price per share
of $5.55, the average of the high and low sale price as quoted on the American Stock
Exchange on the date of grant. These options were granted pursuant to the Amended and
Restated Non-Employee Directors Stock Option Plan. The options vest in three equal
installments on each of the first, second and third anniversary of the date of grant and
expire ten years from the date of grant. The foregoing summary is not intended to be
complete, and is qualified in its entirety by reference to the form of option agreement
included as Exhibit 10.1 to this Report and incorporated herein by reference.

# Item
9.01.   Financial Statements and Exhibits

(c) Exhibits

10.1          Form of Non-employee director
Option Agreement for options issued pursuant to the Amended and Restated Non-Employee
Directors Stock Option Plan

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# SIGNATURE

Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

| | IntriCon Corporation
| | --------------------

|                      | By: | /s/ William J. Kullback
|--------------------- | --- | -----------------------
|                      |     |                        
|Date: October 3, 2005 |     | William J. Kullback    
|                      |     | Chief Financial Officer

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# INDEX

10.1          Form of Non-employee director
Option Agreement for options issued pursuant to the Amended and Restated Non-Employee
Directors Stock Option Plan

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