Page 1 of 9

Exhibit 3.2

AMENDED AND RESTATED
BY-LAWS 
of

INTRICON CORPORATION 
(A Pennsylvania Corporation)

I. MEETINGS OF SHAREHOLDERS

Section 1.01. Place of
Meeting. Meetings of shareholders of the Corporation shall be held at such
place, within the Commonwealth of Pennsylvania or elsewhere, as may be fixed by
the Board of Directors. If the Board shall not fix a place for such meetings,
they shall be held at the Offices of the Corporation in Dresher, Pennsylvania.

Section 1.02. Annual Meeting.
The Annual Meeting of Shareholders for the election of Directors and the
transaction of any further business that may be brought before the meeting,
shall, unless the Board of Directors shall fix some other hour or day
therefore, be held at 2 oclock p.m. on the last Tuesday in April of each year,
if not a legal holiday under the laws of the Commonwealth of Pennsylvania, and,
if a legal holiday, then on the next succeeding secular day not a legal holiday
under the laws of said Commonwealth. If for any reason such meeting should not
be held at the time fixed therefor, such election may be held at a subsequent
meeting called for that purpose.

Section 1.03. Notice of
Meetings. Notice of every Annual Meeting of Shareholders shall be given by the
Secretary.

Notice of all meetings of
shareholders shall be given to each shareholder of record entitled to vote at
the meeting, at least ten days prior to the day named for the meeting, unless a
greater period of notice is by law required in a particular case.

Section 1.04. Organization.
At every meeting of the shareholders, the President, or in his absence, a Vice
President shall act as Chairman; and the Secretary, or in his absence, a person
appointed by the Chairman, shall act as Secretary.

Section 1.05. Voting. Except
as otherwise specified herein or in the Articles or provided by law, all
matters shall be decided by the vote of the holders of a majority of the
outstanding shares entitled to vote, present in person or represented by proxy,
at a meeting at which a quorum shall be present, though such a majority be less
than a majority of all the shares entitled to vote thereon.

In each election for
Directors, the candidates receiving the highest number of votes, up to the
number of Directors to be elected in such election, shall be elected.

Section 106. Nomination of
Directors and Submission of Proposals. Nominations for directors to be elected
at a meeting of shareholders may be made by the

---

Page 2 of 9

nominating committee of the
Board of Directors or another committee of the Board of Directors performing
similar functions (the Nominating Committee) or by any shareholder of any
outstanding class of the Corporations stock entitled to vote on the election
of directors. Proposals to be considered at a meeting of shareholders may be made
by the Board of Directors or any holder of any outstanding class of the
Corporations stock entitled to vote on the proposal at the meeting of
shareholders. Nominations made by the Nominating Committee and proposals made
by the Board of Directors shall be made pursuant to procedures established by
the Nominating Committee or the Board of Directors, respectively. Nominations
by shareholders for directors to be elected, or proposals by shareholders to be
considered, at a meeting of shareholders and which have not been previously
approved by the Nominating Committee or the Board of Directors, respectively,
must be submitted to the Chairman of the Nominating Committee, in case of
nominations for director, and the Secretary of the Corporation, in case of shareholder
proposals, in writing, either by personal delivery, nationally recognized
express mail or United States mail, postage prepaid, not later than (i) with
respect to an election to be held, or a proposal to be considered, at an annual
meeting of shareholders, the latest date upon which shareholder proposals must
be submitted to the Corporation for inclusion in the Corporations proxy
statement relating to such meeting pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation
promulgated by the Securities and Exchange Commission (SEC) or, if the
Corporation is no longer subject to the proxy rules of the SEC, at least ninety
(90) days prior to the date one year from the date of the immediately preceding
annual meeting of shareholders, and (ii) with respect to an election to be
held, or a proposal to be considered, at a special meeting of shareholders, the
earlier of (a) thirty (30) days prior to the printing of the Corporations
proxy materials or information statement with respect to such meeting or (b) if
no proxy materials or information statement are being distributed to
shareholders, at least the close of business on the fifth day following the
date on which notice of such meeting is first given to shareholders. Each such
nomination or proposal shall set forth:

1. The name and address of
the shareholder making the nomination or proposal and the person or persons
nominated, or the subject matter of the proposal submitted;

2. A representation that the
shareholder is a holder of record, and/or beneficial owner, of the voting stock
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to vote for the person or persons nominated,
or the proposal submitted;

3. A description of all
arrangements and understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination was made, or the proposal was submitted, by the shareholder;

4. Such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC had
the nominee been nominated by the Nominating Committee, including but not
limited to, the principal occupation of each proposed nominee; and

5. The consent of each
nominee to serve as a director of the Corporation if so elected.

Subject to applicable law
and SEC regulations: (a) the Nominating Committee shall have the sole authority
to select, or recommend to the Board of Directors, the nominees to be
considered for election or appointment as a director and (b) the Board of
Directors shall have the sole authority to accept or reject any

---

Page 3 of 9

shareholder
proposal. The officer presiding over the meeting, in his or her sole and absolute
discretion, may reject any nomination or proposal not made in accordance with
the foregoing. Notwithstanding the foregoing, at any time prior to the election
of directors at a meeting of shareholders, the Board of Directors may designate
a substitute nominee to replace any bona fide nominee who was nominated as set
forth above and who, for any reason, becomes unavailable for election as a director.

II. DIRECTORS

Section
2.01. Number, Classification, Term of Office and Removal of Directors.

a)
The number of Directors of the Corporation shall be from three to seven directors, with
the actual number of directors to be determined by the Board of Directors from
time to time.

(b)
The Directors shall be classified with respect to the time for which they shall
severally hold office. The Board of Directors shall be divided into three
classes of Directors, as nearly equal in number of Directors as possible, to be
known as Classes A, B, and C. Class A Directors shall each be elected and
hold office initially for one (1) year, or until the next annual
election; Class B Directors shall be elected and hold office initially
for two (2) years or until the second annual election; and Class C Directors
shall each be elected and hold office initially for three (3) years, or until
the third annual election. Each Director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified. At each annual election, the successors to the class of Directors
whose term shall expire in that year shall be elected to hold office for the
term of three (3) years, so that the term of office of one class of Directors shall
expire each year. If the number of Directors is changed, any newly-created
directorships or any decrease in directorships shall be so apportioned among
the classes so as to make all classes as nearly equal in number as possible.
Any Director or the entire Board of Directors may be removed with or without cause only
upon the affirmative vote of two-thirds (2/3) of all of the shares outstanding and
entitled to vote; provided that the Board of Directors shall retain the
right conferred by Section 405B of the Pennsylvania Business Corporation Law, as
amended from time to time, to declare vacant the office of a Director for the
reasons specified therein.

Section
2.02. Resignations. Any Director may resign at any time by giving written
notice to the Board of Directors or to the Secretary. Such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section
2.03. Annual Meeting. Immediately after each annual election of Directors, the
Board of Directors shall meet for the purpose of organization, election of
Officers, and the transaction of other business, at the place where such
election of Directors was held. Notice of such meeting need not be given. In
the absence of a quorum at said meeting, the same may be held at any other time or place
which shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors.

Section
2.04. Regular Meetings. Regular meetings of the Board of Directors shall be held at
such time and place as shall be designated from time to time by standing
resolution of the Board. If the date fixed for any such regular meeting be a
legal holiday under the laws of the State where such meeting is to be held, then the same
shall be held on the next succeeding secular day not a legal holiday under
the laws of said State, or at such other time as may be determined by resolution
of the Board. At such meetings, the Directors may transact such

---

Page 4 of 9

business
as may be brought before the meeting.

Section
2.05. Special Meetings. Special meetings of the Board of Directors may be called by
the President, by a Corporate Vice President, by the Secretary, or by two or more
of the Directors, and shall be held at such time and place as shall be
designated in the call for the meeting.

Section
2.06. Notice of Meetings. Written notice of each special meeting shall be
given, by or at the direction of the person or persons authorized to call such meeting,
to each Director at least two days prior to the day named for the meeting.

Notice
of regular meetings need not be given.

Section
2.07. Organization. At every meeting of the Board of Directors, a Chairman chosen
by a majority of the Directors present, shall preside, and the Secretary, or
in his absence, any person appointed by the presiding officer, shall act as
Secretary.

Section
2.08. Compensation of Directors. Each Director shall receive such compensation as
from time to time may be fixed by the Board. Directors may also be reimbursed
by the Corporation for all reasonable expenses incurred in traveling to and
from the place of each meeting of the Board or any committee thereof.

Section
2.09. Indemnification and Liability of Directors and Officers.

A. Personal
Liability of Directors. A director of the Corporation shall not be personally
liable for monetary damages for any action taken, or any failure to take any
action, as a director to the extent that under the terms of the Directors
Liability Act, 42 Pa. Cons. Stat. Para. 8361 et seq., as modified by any Pennsylvania statute thereafter enacted, a
directors liability for monetary damages
may not be limited.

B. Indemnification.
The Corporation shall indemnify any person who was or is a party (other than a
party plaintiff suing in his own behalf or in the right of the Corporation) or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including
actions by or in the right of the
Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving while a director
or officer of the Corporation at the
request of the Corporation as a director, officer, employee, agent fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including attorneys fees), judgements, fines,
excise taxes and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding unless the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted willful misconduct or recklessness.

C. Advancement
of Expenses. Expenses actually and reasonably incurred by an officer or director of the Corporation in
defending a civil or criminal action, suit or proceeding described in paragraph
B shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding (regardless of
the financial condition of such director or officer) upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by the Corporation.

---

Page 5 of 9

D. Other Rights. The
indemnification and advancement of expenses provided by or pursuant to this
Section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Corporations Articles of Incorporation, any insurance or other agreement, vote
of shareholders or directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.

E. Insurance. The Corporation
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of these By-laws.

F. Security Fund; Indemnity
Agreements. By action by the Board of Directors (notwithstanding their interest
in the transaction) the Corporation may create and fund a trust fund or fund of
any nature, and may enter into agreements with its directors, officers,
employees and agents for the purpose of securing or insuring in any manner its
obligation to indemnify or advance expenses provided for in this Section.

G. Modification. The duties
of the Corporation to indemnify and to advance expenses to a director or
officer provided in this Section shall be in the nature of a contract between
the Corporation and each such director or officer, and no amendment or repeal
of any provision of this Section, and no amendment or termination of any trust
or other fund created pursuant to Paragraph F, shall alter, to the detriment of
such director or officer, the right of such person to the advance of expenses
or indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal or termination.

Section 2.10. Participation
in Meetings. One or more directors may participate in a meeting of the Board or
a committee of the Board by means of conference telephone or similar
communications equipment by which all persons participating at the meeting can
hear each other.

III. COMMITTEES

Section 3.01. Executive
Committee. The Board of Directors shall have authority to appoint an Executive
Committee comprised of members of the Board of Directors. If such Executive
Committee be appointed, it shall have such duties and responsibilities as shall
be conferred upon it from time to time by the Board of Directors, including the
right to act as to matters arising between meetings of the Board, except as to
matters which, by law, require action by the Board. If so appointed, the
Executive Committee shall report on its actions to the Board from time to time
as appropriate or as may be requested by the Board.

Section 3.02. Other
Committees. The Board of Directors may at any time and from time to time,
appoint such standing committees and/or such special committees, consisting of
Directors or others, to perform such duties and make such investigations and
reports as the Board shall by resolution determine. Such committees shall
determine their own organization and times and places of meeting, unless
otherwise directed by such resolution.

---

Page 6 of 9

IV. OFFICERS

Section 4.01. Number. The
Officers of the Corporation shall be a President, a Secretary, a Treasurer and
may include one or more Corporate Vice Presidents, and a Controller, and such
other Officers and Assistant Officers as the Board of Directors may from time
to time designate.

Section 4.02. Qualifications.
Any two or more offices may be held by the same person, except that the offices
of President and Secretary or Assistant Secretary shall not be held by the same
person. The Officers shall be natural persons of full age.

Section 4.03. Election and
Term of Office. The Officers of the Corporation shall be chosen by the Board of
Directors at its Annual Meeting, but the Board may choose Officers or fill any
vacancies among the Officers at any other meeting. Subject to earlier
termination of office, each Officer shall hold office for one year and until
his successor shall have been duly chosen and qualified.

Section 4.04. Resignations.
Any Officer may resign at any time by giving written notice to the Board of
Directors, or to the President, or to the Secretary of the Corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Duties.

(a) The President. The
President shall be the Chief Executive Officer of the Corporation and shall
have general supervision over the business affairs of the Corporation, shall
sign, or countersign, all share certificates, contracts or other instruments of
the Corporation as authorized by the Board of Directors, except in cases where
the signing and execution thereof shall be expressly designated by the Board to
some other officer or agent of the Corporation; shall make reports to the Board
of Directors and shareholders and shall perform such other duties as are
incident to his office or are properly required of him by the Board of
Directors.

(b) The Vice Presidents. In
the absence or disability of the President, any Corporate Vice President
designated by the Board of Directors may perform all the duties of the
President, and, when so acting, shall have all the powers and be subject to all
the restrictions upon the President; provided, however, that no Corporate Vice
President shall act as a member of, or as Chairman of, any special committee of
which the President is a member, except when designated by the Board of
Directors. The Corporate Vice Presidents shall perform such other duties as
from time to time may be assigned to them by the Board of Directors or the
President.

(c) The Secretary. The
Secretary shall record all the votes of the shareholders and of the Directors
and the minutes of the meetings of the shareholders and of the Board of
Directors in a book or books to be kept for that purpose; he shall see that
notices of meetings of the Board and shareholders are given and that all
records and reports are properly kept and filed by the Corporation as required
by law; he shall be the custodian of the Seal of the Corporation, and shall see
that it is affixed to all documents to be executed on behalf of the Corporation
under its Seal; and, in general, he shall perform all duties incident to the
office of the Secretary, and such other duties as may from time to time be
assigned to him by the Board of Directors or the President.

(d) Assistant Secretaries.
In the absence or disability of the Secretary, or when so directed by the
Secretary, any Assistant Secretary may perform all the

---

Page 7 of 9

duties of the Secretary,
and, when so acting, shall have all the powers of and be subject to all the
restrictions placed upon the Secretary. The Assistant Secretaries shall perform
such other duties from time to time as may be assigned to them respectively by
the Board of Directors, the President or the Secretary.

(e) The Treasurer. The
Treasurer shall have charge of all receipts and disbursement of the
Corporation, and shall have or provide for the custody of its funds and
securities; he shall have full authority to receive and give receipts for all
money due and payable to the Corporation, and to endorse checks, drafts,
warrants in its name and on its behalf and to give full discharge for the same;
he shall deposit all funds of the Corporation, except such as may be required
for current use, in such banks or other places of deposit as the Board of
Directors may from time to time designate; and, in general, he shall perform
all duties incident to the office of Treasurer and such other duties as may
from time to time be assigned to him by the Board of Directors or the
President.

(f) Assistant Treasurers. In
the absence or disability of the Treasurer, or when so directed by the
Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer,
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the Treasurer. The Assistant Treasurers shall perform such
other duties as from time to time may be assigned to them respectively by the
Board of Directors, the President or the Treasurer.

Section 4.06. Compensation
of Officers and Others. The compensation of all Officers shall be fixed from
time to time by the Board of Directors, or by any committee or Officer
authorized by the Board so to do. No Officer shall be precluded from receiving
such compensation by reason of the fact that he is also a Director of the
Corporation.

Additional compensation,
fixed as above, may be paid to any Officers or employees for any year or years,
based upon the success of the operations of the Corporation during such year.

V. BORROWING, DEPOSITS, PROXIES, ETC.

Section
5.01. Borrowing, etc. No Officer, agent or employee of the Corporation shall
have any power or authority to borrow money on its behalf, to pledge its credit or to
mortgage or pledge its real or personal property, except within the scope and
to the extent of the authority delegated by resolution of the Board of
Directors. Authority may be given by the Board for any of the above purposes
and may be general or limited to specific instances.

Section
5.02. Deposits. All funds of the Corporation shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may approve or designate, and all such
funds shall be withdrawn only upon checks signed by such one or more Officers
or employees as the Board shall from time to time determine.

Section
5.03. Proxies. Unless otherwise ordered by the Board of Directors, any Officer
of the Corporation may appoint an attorney or attorneys (who may be or include
such Officer himself), in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation any of whose shares or other securities are held by or
for the Corporation, at meetings of the holders of the shares or other
securities of such other corporation, or, in connection with the ownership of such shares
or other securities, to consent in writing to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to

---

Page 8 of 9

be
executed in the name of and on behalf of the Corporation and under
its Seal such written proxies or other instruments as he may deem necessary or
proper in the premises.

Section
5.04. Non-Applicability of Certain Provisions of Law. The provisions of Subchapters E,
G and H of Chapter 25 of the Pennsylvania Business Corporation Law of 1988, as
amended, and any corresponding provisions of succeeding law shall not be
applicable to the Corporation.

VI. SHARE CERTIFICATES; TRANSFER

Section
6.01. Share Certificates. To the extent permitted by law, share certificates
shall be signed by the President, or a Corporate Vice President and by the
Secretary or the Treasurer, or by an Assistant Secretary or Assistant Treasurer
of the Corporation, but, to the extent permitted by law, such signatures may
be facsimiles, engraved or printed.

Section
6.02. Transfer of Shares. Transfer of share certificates and the shares represented
thereby shall be made only on the books of the Corporation by the owner thereof
or by his attorney thereunto authorized, by a power of attorney duly executed
and filed with the Secretary or a Transfer Agent of the Corporation,
and on surrender of the share certificates.

Section
6.03. Transfer Agent and Registrar; Regulation. The Corporation may, if and whenever
the Board of Directors so determines, maintain, in the Commonwealth of
Pennsylvania, or any other State of the United States, one or more transfer offices or
agencies, each in charge of a Transfer Agent designated by the Board, where the
shares of the Corporation shall be transferable, and also one or more registry
offices, each in charge of a Registrar designated by the Board, where such
shares shall be registered; and no certificates for shares of the Corporation
in respect of which a Transfer Agent and Registrar shall have been designated
shall be valid unless countersigned by such Transfer Agent and registered by
such Registrar. The Board may also make such additional rules and regulations
as it may deem expedient concerning the issue, transfer, regulation and
registration of share certificates.

Section
6.04. Lost, Destroyed and Mutilated Certificates. The Board of Directors, by
standing resolution or by resolutions with respect to particular cases, may
authorize the issue of new share certificates in lieu of share certificates
lost, destroyed, or mutilated, upon such terms and conditions as the Board may direct.

VII. FINANCIAL REPORTS

Section
7.01. The Directors of the Corporation shall not be required to cause to be sent to the
hareholders an annual financial report under Section 318 of the Business
Corporation Law of the Commonwealth of Pennsylvania; nor need any financial
report which the Directors in their discretion may cause to be sent to the
shareholders be required to be verified by a Certified Public Accountant. Any
accountant or firm of accountants employed by the Corporation for any purpose
may be or include a Director or full-time employee of the Corporation, and
shall not be required to be elected by the shareholders of the Corporation.

---

Page 9 of 9

VIII. AMENDMENTS

Section
8.01. Any or all of the provisions of these By-Laws whether contractual in
nature or merely regulatory of the internal affairs of the Corporation, may be
amended, altered, or repealed by the Board of Directors or by the shareholders
entitled to vote thereon, at any regular or special meeting duly convened after
notice to the Directors or shareholders, as the case may be, giving a summary
of the proposed amendment, alteration, or repeal; provided, that any such
proposal relating to Section 2.01(b) of these By-Laws must receive the
affirmative vote of at least two thirds (2/3) of all shares outstanding and
entitled to vote and any proposal to change the two-thirds (2/3) approval
required by this Section must also receive the affirmative vote of at least two-thirds
(2/3) of all shares outstanding and entitled to vote.

No
provision of these By-Laws shall vest any property right in any shareholder.

---