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

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### FORM 10-K

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x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934


For the fiscal
year ended December 31, 2005


or


o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition
period from ____________ to ____________.


Commission File
Number 1-5005

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

|                                                                  |  |                                              
|----------------------------------------------------------------- |  | ---------------------------------------------
|Pennsylvania                                                      |  | 23-1069060                                   
|                                                                  |  |                                              
|(State or other
  jurisdiction of                                 |  | (I.R.S. Employer
  Identification No.)       
|Incorporation or
  organization)                                  |  |                                              
|                                                                  |  |                                              
|1260 Red Fox Road                                                 |  |                                              
|Arden Hills, Minnesota                                            |  | 55112                                        
|                                                                  |  |                                              
|(Address of principal
  executive offices)                        |  | (Zip Code)                                   
|                                                                  |  |                                              
|Registrants telephone number, including area code (651) 636-9770
|                                                                  |  |                                              
|Securities registered pursuant to Section 12(b) of
  the Act:     | 
|                                                                  |  |                                              
|Title of each class                                               |  | Name of each exchange
  on
  which registered
|                                                                  |  |                                              
|Common Shares, $1 par value per share                             |  | American Stock Exchange                      

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Securities registered pursuant to Section 12(g) of the
Act:   None

Indicate by check mark whether the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the securities act.  Yeso   No x

Indicate by check mark if the registrant is not
required to file reports pursuant to section 13 or 15(d) of the act.  Yes o   No
x

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes x   No o

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large
accelerated filer o Accelerated filer o
Non-accelerated filer x

Indicate by check mark whether the registrant is a
shell company (as defined by rule 12b-2 of the Act) Yeso   No x







The aggregate market value of the voting common shares
held by non-affiliates of the registrant on June 30, 2005 was $9,392,179.
Common shares held by each officer and director and by each person who owns 10%
or more of the outstanding common shares have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrants
common shares on    March 17, 2006 was
5,149,814.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Companys 2005 annual report to
shareholders are incorporated by reference into Part II of this report.  Portions of the Companys definitive proxy
statement for the 2006 annual meeting of shareholders are incorporated by
reference into Part III of this report; provided, however, that the
Compensation Committee Report, The Audit committee Report, the graph showing
the performance of the Companys stock and any other information in such Proxy
Statement that is not required to be included in this Annual Report on Form
10-K, shall not be deemed to be incorporated herein or filed for the purposes
of the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Table of Contents

|           |                                                                                                                  |    |         
|---------- | ---------------------------------------------------------------------------------------------------------------- | -- | --------
|           |                                                                                                                  |    | Page No.
|PART I     |                                                                                                                  |    |         
|Item 1.    | Business                                                                                                         |    | 4       
|Item 1A.   | Risk
  Factors                                                                                                   |    | 12      
|Item 1B.   | Unresolved
  Staff Comments                                                                                      |    | 17      
|Item 2.    | Properties                                                                                                       |    | 18      
|Item 3.    | Legal
  Proceedings                                                                                              |    | 19      
|Item 4.    | Submission
  of Matters to a Vote of Security Holders                                                            |    | 19      
|Item 4A.   | Executive
  Officers of the Registrant                                                                           |    | 19      
|           |                                                                                                                  |    |         
|PART II    |                                                                                                                  |    |         
|Item 5.    | Market
  for Registrants Common Equity, Related Stockholder Matters and Issuer
  Purchases of Equity Securities |    | 21      
|Item 6.    | Selected
  Financial Data                                                                                        |    | 21      
|Item 7.    | Managements
  Discussion and Analysis of Financial Condition and Results of Operations                          |    | 21      
|Item 7A.   | Quantitative
  and Qualitative Disclosures About Market Risk                                                     |    | 21      
|Item 8.    | Financial
  Statements and Supplementary Data                                                                    |    | 22      
|Item 9.    | Changes
  in and Disagreements with Accountants on Accounting and Financial Disclosure                           |    | 22      
|Item 9A.   | Controls
  and Procedures                                                                                        |    | 22      
|Item 9B.   | Other
  Information                                                                                              |    | 23      
|           |                                                                                                                  |    |         
|PART III   |                                                                                                                  |    |         
|Item 10.   | Directors
  and Executive Officers of the Registrant                                                             |    | 24      
|Item 11.   | Executive
  Compensation                                                                                         |    | 24      
|Item 12.   | Security
  Ownership of Certain Beneficial Owners and Management and Related Stockholder
  Matters               |    | 24      
|Item 13.   | Certain
  Relationships and Related Transactions                                                                 |    | 25      
|Item 14.   | Principal
  Accountant Fees and Services                                                                         |    | 25      
|           |                                                                                                                  |    |         
|PART IV    |                                                                                                                  |    |         
|Item 15.   | Exhibits,
  Financial Statement Schedules                                                                        |    | 26      
|           |                                                                                                                  |    |         
|SIGNATURES |                                                                                                                  | 34

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PART I

ITEM 1.  Business

IntriCon
Corporation, formerly Selas Corporation of America (together with its
subsidiaries referred herein as the Company)is an international firm with
operations and sales engaging in the design, development, engineering and
manufacturing of micro-miniature components, systems and molded plastic parts
primarily for the hearing instrument, electronics, telecommunications, computer
and medical equipment industries. The Company, headquartered in Arden Hills,
Minnesota has facilities in Minnesota, California, Singapore, and Germany, and
operates directly or through subsidiaries. Within discontinued operations, the
Company had facilities in Pennsylvania, Japan and Germany.  The Company is a Pennsylvania corporation
that was founded in 1930.

Currently, the
Company has one operating segment, its precision miniature medical and
electronics products segment.  In the
past the Company had operated three segments, precision miniature medical and
electronics products segment, heat technology segment, and tire holders, lifts
and related products segment.  Since
2001, the Company began focusing on its precision miniature medical and
electronics products segment and developing plans to exit the businesses that
comprised the heat technology segment, and tire holders, lifts and related
products segment.  The Company exited the
tire holders, lifts and related products business in 2003 and the heat
technology segment in the first quarter of 2005. For all periods presented, the
Company classified its heat technology segment as discontinued operations.

Major
Events in 2005

Sale of Burners and
Components Business  In the first quarter of 2005, the Company sold the
remainder of its Heat Technology segment. The total purchase price was
approximately $3.5 million, subject to adjustment, of which approximately $2.7
million was paid in cash and $800,000 was paid in the form of a subordinated
promissory note. This segment consisted of the operating assets and liabilities
of Selas Corporation of America (Dresher, Pennsylvania), Nippon Selas (Tokyo,
Japan) and Selas Waermetechnik GmbH (Ratingen, Germany).  This business was classified as a
discontinued operation in for all periods presented. For more detailed
information, see note 3 to the Consolidated Financial Statements included
herein.

With the completed
sale of the burner and components business, the Company has successfully
completed the shift from its traditional business segments to the emerging
prospects in its precision miniature medical and electronic products
business.  To reflect the Companys
redefined focus, it has changed it name to IntriCon Corporation.

On October 6, 2005, our subsidiary, RTI Electronics,
Inc., acquired the assets of Amecon Inc. Amecon is primarily engaged in the
research, development, manufacture, marketing and sale of toroidal power and
low voltage instrument transformers, current sense transformers and filter
inductors, magnetic amplifiers, AC/DC load sensors.  The purchase price for the assets was $1,241,000 (after
adjustment pursuant to the asset purchase agreement) and required a $10,000
initial deposit and $240,000 payment made at the time of closing.  The unpaid balance of $862,000 at December
31, 2005 will be paid in four equal annual installments beginning on October 6,
2006. The unpaid balance is unsecured and bears interest at an annual rate of
5%, which shall be payable annually with each principal payment.   The assets acquired included $273,000 of
inventory, $478,000 of fixed assets and $490,000 of goodwill.  The goodwill is deductible for tax purposes.
The Company accounted for Amecon Inc., using the purchase method of accounting
which requires that the assets acquired and any liabilities assumed to be
recorded at the date of acquisition at their respective fair values.  The consolidated financial statements and
results of operations reflect Amecon Inc. after the acquisition and are not
restated.  The cost to acquire the
business was not allocated to the underlying assets acquired.  The

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acquisition expands the microminiature business of the
Company with manufacturing of toroidal power and low voltage instrument
transformers, current sense transformers and filter inductor, magnetic
amplifiers, AD/DC load sensors.  The
excess of the purchase price over identifiable assets was recorded as
goodwill.  The pro forma results of
operations as if the Amecon Inc. purchase occurred on January 1, 2003 are not
material.

Major
Events in 2004

Sale of Dresher Property  On June 23, 2004, the
Company completed the sale of its property in Dresher, PA, to BT Limekiln LP, a
Pennsylvania limited partnership, for approximately $3.6 million in cash, net
of expenses. A gain of $3.1 million was recognized on the sale.  The property was the headquarters for the
Companys discontinued Heat Technology business and was previously classified
as an asset held for sale on the Companys consolidated balance sheet. In
connection with the sale, the Company leased back the property for a term of
nine months at a base rental of $20,000 per month, plus expenses.  Proceeds of the sale were used to reduce the
Companys outstanding bank debt.

Reduction of Overhead  In 2004, the Company
experienced weakness in the hearing health markets. The weakness was due to
competitive pricing pressures, customer inventory management programs resulting
in more just-in-time inventory, and unfavorable legislation in the German
market reducing the reimbursement amount for the purchase of hearing aids.
These factors resulted in both reduced sales and lower product margins. In an
effort to return to operating profitability, the Company took steps during 2004
to reduce its overhead. These steps included the elimination of several
management and other support positions, resulting in an annualized savings of
over $3 million.

Reacquisition of Selas Waermetechnik  In the third
quarter of 2004, the Company reacquired Selas Waermetechnik GmbH, which was
previously part of Selas SAS. Selas SAS filed insolvency in July of 2003. Since
that time, Selas Waermetechnik GmbH was under the control of a French court
administrator. The Company owned the rights to the Selas name and the
technology for the European market. This enabled the Company to reacquire the
subsidiary for the minimal amount of $10,500 and record an extraordinary gain
within discontinued operations of approximately $684,000 on the acquisition.
The Company sold this subsidiary during the first quarter of 2005, as part of
its Burners and Components business; therefore it has classified the subsidiary
as a discontinued operation. See note 3 of the consolidated financial
statements for further information regarding this issue.

Forward-Looking
Statements

Certain statements included or incorporated by
reference in this Annual Report on Form 10-K or the Companys other public
filings and releases, which are not historical facts, are forward-looking
statements (as such term is defined in the Securities Exchange Act of 1934, and
the regulations thereunder), which are intended to be covered by the safe
harbors created thereby.  These
statements may include, but are not limited to:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | statements in Business, Legal Proceedings and
  Risk Factors, such as the Companys ability to focus on the precision
  miniature medical and electronics products markets, the ability to compete,
  the adequacy of insurance coverage, and potential increase in demand for the
  Companys products; and                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | statements in Managements Discussion and Analysis
  of Financial Condition and Results of Operations statements in Notes to the
  Consolidated Financial Statements, which are incorporated by reference into
  this Annual Report on Form 10-K from the 2005 Annual Report to Shareholders,
  such as the; net operating loss carryforwards, the ability to meet cash
  requirements for operating needs,  the
  ability to meet liquidity needs, assumptions used to calculate future level
  of funding of employee benefit

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| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | plans, the adequacy of insurance coverage,
  the impact of new accounting pronouncements and litigation.

Forward-looking
statements also include, without limitation, statements as to the Companys
expected future results of operations and growth, the Companys ability to meet
working capital requirements, the Companys business strategy, the expected
increases in operating efficiencies, anticipated trends in the Companys
precision miniature medical and electronic products markets, estimates of
goodwill impairments and amortization expense of other intangible assets, the
effects of changes in accounting pronouncements, the effects of litigation and
the amount of insurance coverage, and statements as to trends or the Companys
or managements beliefs, expectations and opinions. Forward-looking statements
are subject to risks and uncertainties and may be affected by various factors
that may cause actual results to differ materially from those in the
forward-looking statements. In addition to the factors discussed in this Annual
Report on Form 10-K, certain risks, uncertainties and other factors can cause
actual results and developments to be materially different from those expressed
or implied by such forward-looking statements, including, without limitation,
the following:

|  |                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------
| | the ability to
  implement the Companys business and growth strategy;                                                                 
|  |                                                                                                                                        
| | risks arising in
  connection with the insolvency of Selas SAS and potential liabilities and
  actions arising in connection therewith;
|  |                                                                                                                                        
| | the volume and
  timing of orders received by the Company;                                                                             
|  |                                                                                                                                        
| | changes in
  estimated future cash flows;                                                                                              
|  |                                                                                                                                        
| | foreign currency
  movements in markets the Company services;                                                                          
|  |                                                                                                                                        
| | changes in the
  global economy and financial markets;                                                                                 
|  |                                                                                                                                        
| | changes in the
  mix of products sold;                                                                                                 
|  |                                                                                                                                        
| | ability to meet
  increasing demand;                                                                                                   
|  |                                                                                                                                        
| | changes in
  customer requirements;                                                                                                    
|  |                                                                                                                                        
| | timing and extent
  of research and development expenses;                                                                              
|  |                                                                                                                                        
| | acceptance of the
  Companys products;                                                                                                
|  |                                                                                                                                        
| | competitive
  pricing pressures;                                                                                                       
|  |                                                                                                                                        
| | pending and
  potential future litigation;                                                                                             
|  |                                                                                                                                        
| | availability of
  electronic components for the Companys products;                                                                    
|  |                                                                                                                                        
| | ability to create
  and market products in a timely manner and develop products that are
  inexpensive to manufacture;                 
|  |                                                                                                                                        
| | ability to pay
  debt when it comes due;                                                                                               
|  |                                                                                                                                        
| | the loss of one
  or more of our major customers;                                                                                      
|  |                                                                                                                                        
| | ability to
  identify and integrate acquisitions;                                                                                      
|  |                                                                                                                                        
| | effects of
  legislation;                                                                                                              
|  |                                                                                                                                        
| | effects of
  foreign operations;                                                                                                       
| | ability to
  recruit and retain engineering and technical personnel;                                                                   
|  |                                                                                                                                        
| | loss of members
  of our senior management team;                                                                                       
|  |                                                                                                                                        
| | our ability and
  the ability of our customers to protect intellectual property; and                                                   
|  |                                                                                                                                        
| | risks associated
  with terrorist attacks, war and threats of attacks and wars.                                                        

The Company does not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
the Company.

PRECISION
MINIATURE MEDICAL AND ELECTRONIC PRODUCTS

Resistance Technology, Inc. (RTI), and RTI Tech PTE
LTD (RTI Tech) both wholly-owned subsidiaries of the Company, manufacture
microminiature components, systems and molded plastic parts for hearing
instrument, medical equipment, electronics, professional audio,
telecommunications and computer industry manufacturers.  RTI Electronics, Inc. (RTIE), a wholly
owned subsidiary of the company, has expanded RTIs microminiature components
business through the manufacture of thermistors and film capacitors.

Products and Industries
Serviced.  RTI is a
leading manufacturer and supplier of microminiature electromechanical
components to hearing instrument manufacturers.  These components consist of volume controls, microphones, trimmer
potentiometers and switches.  RTI also
manufactures hybrid amplifiers

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and integrated circuit components (hybrid
amplifiers), along with faceplates for in-the-ear and in-the-canal hearing
instruments.  Components are offered in
a variety of sizes, colors and capacities in order to accommodate a hearing
manufacturers individualized specifications.

Hearing instruments, which fit behind or in a persons
ear to amplify and process sound for a hearing impaired person, generally are
composed of four basic parts and several supplemental components for control or
fitting purposes.  The four basic parts
are microphones, amplifier circuits, miniature receivers/speakers and
batteries.  RTIs hybrid amplifiers are
a type of amplifier circuit.
Supplemental components include volume controls, trimmer potentiometers,
which shape sound frequencies to respond to the particular nature of a persons
hearing loss, and switches used to turn the instrument on and off and to go
from telephone to normal speech modes.
Faceplates and an ear shell molded to fit the users ear often serve as
a housing for hearing instruments. RTI manufactures its components on a short
lead-time basis in order to supply just-in-time delivery to its customers
and, consequently, order backlog amounts are not meaningful.

Using DSP technology, RTI is building a new generation
of affordable, high-quality hearing aids and similar amplifier devices.
Compared to most products currently on the market, DSP devices have better
clarity, attractive pricing points and an improved ability to filter out
background noise. Low to moderately-priced DSP hearing aids, like newly
introduced line of ClariD Digital ONETM DSP hearing-aid amplifiers, represent
the fastest-growing segment in the hearing-aid market.

In the medical
market, the Company is focused on sales of microelectronics, micromechanical
assemblies and high-precision plastic molded components to medical device
manufacturers.  Targeted customers
include medical product manufacturers of portable and lightweight battery
powered devices, large AC-powered units often found in clinics and hospitals,
as well as a variety of sensors designed to connect a patient to an electronic
device.

The medical
industry is faced with pressures to reduce the costs of healthcare.  RTI offers medical manufacturers the
capabilities to design, develop and manufacture components for medical devices
that are easier to use, measure with greater accuracy and provide more
functions while reducing the costs to manufacture these devices.  Examples of RTI products used by medical
device manufacturers include components found in intravenous fluid
administration pumps that introduce drugs into the bloodstream.  RTI manufacturers and supplies bubble
sensors and flow restrictors that monitor and control the flow of fluid in an
intravenous infusion system.

RTI also
manufactures a family of safety needle products for an OEM customer that
utilizes RTIs insert and straight molding capabilities.  These products are assembled using full
automation including built-in quality checks within the production lines.  Other examples include sensors used to
detect pathologies in specific organs of the body and monitoring devices to
detect cardiac and respiratory functions.
The early and accurate detection of pathologies allows for increased
likelihood for successful treatment of chronic diseases and cancers.  Accurate monitoring of multiple functions of
the body, such as heart rate and breathing, aids in generating more accurate
diagnosis and treatments for patients.

RTI entered the high-quality audio communication
device market in 2001, and now has a line of miniature, professional audio
headset products used by performers and support staff in the music and stage
performance markets. For customers focusing on homeland security needs, the
line includes several communication devices that are more portable and perform
well in noisy or hazardous environments.
These products are also well suited for applications in the fire, law
enforcement, safety, aviation and military markets.

RTIE manufactures and sells thermistors and thermistor
assemblies, which are solid state devices that produce precise changes in
electrical resistance as

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a function of any change in absolute body
temperature.  RTIEs Surge-GardTM
product line, an inrush electric current limiting device used primarily in computer
power supplies, represented approximately 5 percent of RTIEs sales in
2005.  The balance of sales represents
various industrial, commercial and military sales for thermistor and thermistor
assemblies to domestic and international markets.

RTIs and RTIEs principal raw materials are plastics,
polymers, metals, various metal oxide powders and silver paste, for which there
are multiple sources of supply.

Marketing and Competition.  RTI sells its hearing instrument components
directly to domestic hearing instrument manufacturers through an internal sales
force.  Sales of microphone products and
of molded plastic parts to industries other than hearing instrument
manufacturers are made mainly through an internal sales force.  In recent years, five companies have
accounted for a substantial portion of the sales in the United States hearing
instrument industry.  In 2005, no one customer accounted for more
than 10 percent of the Companys consolidated net sales.  During 2005, the top five customers
accounted for approximately $15 million or 35 percent of the Companys
consolidated net sales. See note 5 to the consolidated financial statements
for a discussion of net sales and long-lived assets by geographic area.

Internationally, sales representatives employed by
Resistance Technology, GmbH (RT, GmbH), a German company 90% of whose capital
stock is owned by RTI, solicits sales from European hearing instrument
manufacturers on behalf of RTI.

RTI believes that it is the largest supplier worldwide
of micro-miniature electromechanical components to hearing instrument
manufacturers and that its full product line and automated manufacturing
process allow it to compete effectively with the two other manufacturers within
this market.

In the market of hybrid amplifiers and molded plastic
faceplates, RTIs primary competition is from the hearing instrument
manufacturers themselves.  The hearing
instrument manufacturers produce a substantial portion of their internal needs
for these components.

RTI markets its high performance microphone products
to the radio communication and professional audio industries and has several
larger competitors who have greater financial resources.  RTI holds a small market share in the global
market for microphone capsules and other related products.

RTIE sells its thermistors and film capacitors through
a combination of independent sales representatives and internal sales force.

RTIE has many competitors, both domestic and foreign,
that sell various thermistor and film capacitors and some of these competitors
are larger and have greater financial resources.  In addition, RTIE holds a relatively small market share in the
world-market of thermistor and film capacitor products.

Employees.  As of February 28, 2006, we had a total of
426 employees. RTI currently employs 185 people, of whom 18 are executive and
administrative personnel, eight sales, and 159 engineering and operations
personnel at RTIs two facilities near Minneapolis, Minnesota.   At RT, GmbH, the Company employs three
sales personnel located in Munich, Germany. In Singapore, RTI Tech PTE Ltd.
employs 138 people, of whom five are administrative personnel, four sales, and
129 engineering and operations personnel. At its facilities in Anaheim,
California, RTIE employs 100 employees, of which five are administrative, five
are sales, and 90 are engineering and operations personnel.

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As a supplier of parts for consumer and medical
products, RTI is subject to claims for personal injuries allegedly caused by
its products.  The Company maintains
what it believes to be adequate insurance coverage.

Research and Development.  RTI and RTIE conduct research and
development activities primarily to improve its existing products and
technology.  Their research and
development expenditures were $1,818,000, $1,616,000 and $2,170,000 in 2005,
2004 and 2003, respectively. See note 1 to the consolidated financial
statements for information regarding customer funded research and development
projects.

RTI owns a number of United States patents which cover
a number of product designs and processes.
The Company believes that, although these patents collectively add some
value to the Company, no one patent or group of patents is of material
importance to its business as a whole.

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DISCONTINUED
OPERATIONS - HEAT TECHNOLOGY

The Company specialized in the controlled application
of heat to achieve precise process and temperature control.  The Companys principal heat technology
equipment and systems were smaller standard-engineered systems, burners and
combustion control equipment. The Company sold this business in the first
quarter of 2005 and has accounted for it as discontinued operations in the
accompanying consolidated financial statements.

Standard Engineered
Systems.  The Company
engineered and fabricated a variety of small heat treating furnaces and heat
processing equipment.  This standard
equipment and small-furnace business was conducted principally by its then  wholly-owned subsidiaries, Nippon Selas
(Tokyo, Japan) and Selas Waermetechnik (Ratingen, Germany).

Burners and Combustion Control Equipment. At its Dresher, Pennsylvania facility and
through its subsidiaries in Japan, Nippon Selas (Tokyo) and Germany, Selas
Waermetechnik, (Ratingen) the Company designed, manufactured and sold an array
of original equipment and replacement gas-fired industrial burners for many
applications.

The Company was a producer of burners used in fluid
processing furnaces serving the petrochemical industry. The Company also
produced burners suitable for creating a high temperature furnace environment
desirable in steel and glass heat treating furnaces.  The Companys burners accommodated a wide variety of fuel types,
environmental constraints and customer production requirements.

The Company furnished many industries with gas combustion
control equipment sold both as component parts and as systems that were
engineered to meet a particular customers needs.  This equipment was provided with the Companys original
custom-engineered and standard heat treating equipment, as replacement or
additional components for existing furnaces being refurbished or upgraded, and
as original components for heat treating equipment manufactured by others.

Marketing and Competition.  The Company marketed its standard-engineered
systems products on a global basis through its sales and marketing personnel
located in Dresher, Pennsylvania, and also sold these products through
licensees and agents located in various parts of the world.

Operations.  The heat technology segment had a total of
48 employees. At its Dresher facility, the Company had 32 employees; 6 were
executive and administrative personnel, 10 were sales and engineering personnel
and 16 were personnel engaged in manufacturing.  The hourly personnel were represented by a union.  The Company considered its
relations with
its employees to be satisfactory. Selas Waermetechnik had 6 employees; 1 was an
administrative personnel, 3 were sales and engineering personnel and 2 were
personnel engaged in manufacturing.

In April 2001, the Company sold a minority interest of
Nippon Selas to three directors of Nippon Selas. This minority interest was
reacquired by the Company in the first quarter of 2005 in contemplation of the
sale of this business, which was completed in the first quarter of 2005. Its Tokyo
facility employed 10 people; 3 administrative and 7 sales and engineering.

Research and Development.  The Company conducted limited research and
development activities at its Dresher facility to support its heat processing
services and products.  Research and
development expenditures for heat processing aggregated $4,000, $18,000 and
$16,000, in 2005, 2004 and 2003, respectively.

10

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Available
Information

The Company files or furnishes annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements and other information with the SEC. You may read and copy any
reports, statements and other information that the Company files with the SEC
at the SECs Public Reference Room at 100 F Street, NE, Washington, D.C., 20549.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The Companys filings are also available on
the SECs Internet site as part of the EDGAR database (http://www.sec.gov).

The Company maintains an internet web site at
www.IntriCon.com. The Company maintains a link to the SECs website by which
you may review its annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act.

The information on the website listed above, is not
and should not be considered part of this annual report on Form 10-K and is not
incorporated by reference in this document.
This website is and is only intended to be an inactive textual
reference.

In addition, we will provide, at no cost (other than
for exhibits), paper or electronic copies of our reports and other filings made
with the SEC.  Requests should be
directed to:

| |                     
| | --------------------
| | Corporate Secretary 
| | IntriCon Corporation
| | 1260 Red Fox Road   
| | Arden Hills, MN 5112

11

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ITEM 1A.  Risk Factors

You should carefully consider the risks described
below.  If any of the risks actually
occur, our business, financial condition or results of future operations could
be materially adversely affected. This Annual Report on Form 10-K contains
forward-looking statements that involve risk and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking
statements as a result of many factors, including the risks faced by us
described below and elsewhere in this Annual Report on Form 10-K.

We have
experienced and expect to continue to experience fluctuations in our results of
operations, which could adversely affect us.

Factors that affect our results of operations include,
but are not limited to, the volume and timing of orders received, changes in
the global economy and financial markets, changes in the mix of products sold,
market acceptance of our and our customers products, competitive pricing
pressures, global currency valuations, the availability of electronic
components that we purchase from suppliers, our ability to meet increasing
demand, our ability to introduce new products on a timely basis, the timing of
new product announcements and introductions by our or our competitors, changing
customer requirements, delays in new product qualifications, and the timing and
extent of research and development expenses.
These factors have caused and may continue to cause us to experience
material fluctuations in operating results on a quarterly and/or annual
basis.  These fluctuations could
materially adversely affect our business, financial condition and results of
operations, which in turn, could adversely affect the price of our common
stock.

The loss
of one or more of our major customers could adversely affect our results of
operations.

We are dependent on a small number of customers for a
large portion of our revenues. In fiscal year 2005, our five largest customers
accounted for 35% of our net sales.  A
significant decrease in the sales to or loss of any of our major customers
would have a material adverse effect on our business and results of
operations.    Our revenues are largely
dependent upon the ability of customers to develop and sell products that incorporate
our products.  No assurance can be given
that our major customers will not experience financial, technical or other
difficulties that could adversely affect their operations and, in turn, our
results of operations.

If we
are unable to continue to develop new products that are inexpensive to
manufacture, our results of operations could be adversely affected.

We may not be able to continue to achieve our
historical profit margins in our precision miniature medical and electronic
products business due to advancements in technology.  The ability to continue our profit margins is dependent
upon our
ability to stay competitive by developing products that are technologically
advanced and inexpensive to manufacture.

Our precision miniature medical and electronic
products business has also been affected by unfavorable conditions in the
hearing instrument market and the impact of the Asian economic situation. We
are unable to predict with any certainty when and if these conditions will
improve.

Our need
for continued investment in research and development may increase expenses and
reduce our profitability.

Our industry is characterized by the need for
continued investment in research and development. If we fail to invest
sufficiently in research and development, our products could become less attractive
to potential customers and our business and financial condition could be
materially and adversely affected.  As a
result of the need to maintain or increase spending levels in this area and the
difficulty in reducing costs associated with research and

12

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development, our operating results could be materially
harmed if our research and development efforts fail to result in new products
or if revenues fall below expectations.
In addition, as a result of our commitment to invest in research and development,
spending levels of research and development expenses as a percentage of
revenues may fluctuate in the future.

We
operate in a highly competitive business and if we are unable to be
competitive, our financial condition could be adversely affected.

Several of our competitors have been able to offer
more standardized and less technologically advanced hearing products at lower
prices.  Price competition has had an
adverse effect on our sales and margins.
There can be no assurance that we will be able to maintain or enhance
our technical capabilities or compete successfully with our existing and future
competitors.

Merger and acquisition activity in our hearing health market
has resulted in a smaller customer base.
Reliance on fewer customers may have an adverse effect on us.

Several of our
customers in the hearing health market, have undergone mergers or acquisitions,
resulting in a smaller customer base with larger customers. If we are unable to
maintain satisfactory relationships with the reduced customer base, it may
adversely affect our operating profits and revenue.

Unfavorable
legislation in the hearing health market may decrease the demand for our
products, and may negatively impact our financial condition.

In some of our foreign markets government subsidies
cover a portion of the cost of hearing aids. A change in legislation that would
reduce or eliminate these subsidies could decrease the demand for our hearing
health products. This could result in an adverse effect on our operating
results. We are unable to predict the likelihood of any such legislation.

Implementation
of our growth strategy may not be successful, which could affect our ability to
increase revenues.

Our growth strategy includes developing new products
and entering new markets, as well as identifying and integrating acquisitions.
Our ability to compete in new markets will depend upon a number of factors
including, among others:

| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our ability to create demand for products in new
  markets;                                                                                                                               
| |   |                                                                                                                                                                                           
| |  | our ability to manage growth effectively;                                                                                                                                                 
| |   |                                                                                                                                                                                           
| |  | our ability to successfully integrate any
  acquisitions that we make;                                                                                                                    
| |   |                                                                                                                                                                                           
| |  | our ability to respond to changes in our customers
  businesses by updating existing products and introducing, in a timely
  fashion, new products which meet the needs of our customers;
| |   |                                                                                                                                                                                           
| |  | the quality of our new products; and                                                                                                                                                      
| |   |                                                                                                                                                                                           
| |  | our ability to respond rapidly to technological
  change.                                                                                                                                 

The failure to do any of the foregoing could have a
material adverse effect on our business, financial condition and results of
operations. In addition, we may face competition in these new markets from
various companies that may have substantially greater research and development
resources, marketing and financial resources, manufacturing capability and
customer support organizations.

We operate
in Singapore and Germany, and various factors relating to our international
operations could affect our results of operations.

13

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In 2005, we
operated in Singapore, Germany, and Japan. Approximately 14 percent of our
revenues were derived from these countries in 2005. As of December 31, 2005
approximately 5 percent of long lived assets are location in these countries.
We currently operate in Singapore and Germany. Political or economic
instability in these countries could have an adverse impact on our results of
operations due to diminished revenues in these countries.  Our future revenues, costs of operations and
profit results could be affected by a number of factors related to our
international operations, including changes in foreign currency exchange rates,
changes in economic conditions from country to country, changes in a countrys
political condition, trade protection measures, licensing and other legal
requirements and local tax issues. Unanticipated currency fluctuations in the
Euro and Singapore Dollar could lead to lower reported consolidated revenues
due to the translation of these currencies into U.S. dollars when we
consolidates our revenues.

We may explore acquisitions that complement or expand our
business.  We may not be able to complete
these transactions and these transactions, if executed, pose significant risks
and may materially adversely affect our business, financial condition and
operating results.

We intend to
explore opportunities to buy other businesses or technologies that could
complement, enhance or expand our current business or product lines or that
might otherwise offer us growth opportunities.
We may have difficulty finding these opportunities or, if we do identify
these opportunities, we may not be able to complete the transactions for
reasons including a failure to secure financing.  Any transactions that we are able to identify and complete may
involve a number of risks, including: the diversion of our managements
attention from our existing business to integrate the operations and personnel
of the acquired or combined business or joint venture; possible adverse effects
on our operating results during the integration process; unanticipated
liabilities; and our possible inability to achieve the intended objectives of
the transaction.  In addition, we may
not be able to successfully or profitably integrate, operate, maintain and
manage our newly acquired operations or employees.  In addition, future acquisitions may result in dilutive
issuances
of equity securities or the incurrence of additional debt.

We may
experience difficulty in paying our debt when it comes due, which could limit
our ability to obtain financing.

Our ability to pay the principal and interest on our
indebtedness as it comes due will depend upon our current and future
performance.  Our performance is
affected by general economic conditions and by financial, competitive,
political, business and other factors.
Many of these factors are beyond our control.  We believe that the amended credit facility combined with funds
expected to be generated from operations, the available borrowing capacity
through our revolving credit loan facilities, curtailment of the dividend
payment and control of capital spending will be sufficient to meet our
anticipated cash requirements for operating needs through April 1, 2007.  If, however, we are unable to renew
these
facilities in the future, or do not generate sufficient cash or complete such
financings on a timely basis, we may be required to seek additional financing
or sell equity on terms which may not be as favorable as we could have
otherwise obtained.  No assurance can be
given that any refinancing, additional borrowing or sale of equity will be
possible when needed or that we will be able to negotiate acceptable
terms.  In addition, our access to
capital is affected by prevailing conditions in the financial and equity
capital markets, as well as our own financial condition.

Our
success depends on our senior management team and if we are not able to retain
them, it could have a materially adverse effect on us.

14

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We are highly dependent upon the continued services
and experience of our senior management team, including Mark S. Gorder, our
President, Chief Executive Officer and a director.  We depend on the services of Mr. Gorder and the other members
of
our senior management team to, among other things, continue the development and
implementation of our business strategies and maintain and develop our client
relationships.

Our
future success depends in part on the continued service of our engineering and
technical personnel and our ability to identify, hire and retain additional
personnel.

There is intense competition for qualified personnel
in our markets.  We may not be able to
continue to attract and retain engineers or other qualified personnel necessary
for the development and growth of our business or to replace engineers or other
qualified personnel who may leave our employ in the future.  The failure to retain and recruit key
technical personnel could cause additional expense, potentially reduce the
efficiency of our operations and could harm our business.

We
and/or our customers may be unable to protect our and their proprietary
technology and intellectual property rights or keep up with that of competitors.

Our ability to
compete effectively against other companies in our markets depends, in part, on
our ability and the ability of our customers to protect our and their current
and future proprietary technology under patent, copyright, trademark, trade
secret and unfair competition laws. We cannot assure that our means of
protecting our proprietary rights in the United States or abroad will be
adequate, or that others will not develop technologies similar or superior to
our technology or design around the proprietary rights we own. In addition, we
may incur substantial costs in attempting to protect our proprietary rights.

Also, despite the
steps taken by us to protect our proprietary rights, it may be possible for
unauthorized third parties to copy or reverse-engineer aspects of our and our
customers products, develop similar technology independently or otherwise
obtain and use information that we or our customers regard as proprietary.  We and our customers may be unable to
successfully identify or prosecute unauthorized uses of our or our customers
technology.

If we
become subject to intellectual property infringement claims, we could incur
significant expenses and could be prevented from selling specific products.

We may become
subject to claims that we infringe the intellectual property rights of others
in the future. We cannot assure that, if made, these claims will not be
successful. Any claim of infringement could cause us to incur substantial costs
defending against the claim even if the claim is invalid, and could distract
management from other business. Any judgment against us could require
substantial payment in damages and could also include an injunction or other
court order that could prevent us from offering certain products.

We are
subject to numerous asbestos-related lawsuits, which could adversely affect our
financial position, results of operations or liquidity.

We are a defendant
along with a number of other parties in approximately 122 lawsuits as of
December 31, 2005, (approximately 123 lawsuits as of December 31, 2004)
alleging that plaintiffs have or may have contracted asbestos-related diseases
as a result of exposure to asbestos products or equipment containing asbestos
sold by one or more named defendants. Due to the noninformative nature of the
complaints, we do not know whether any of the complaints state valid claims
against us. Certain carriers have informed us

15

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that the primary
policies for the period August 1, 1970-1973, have been exhausted and that the
carriers will no longer provide a defense under those policies. We have
requested that the carriers substantiate this situation. We believe we have
additional policies available for other years which have been ignored by the
carriers. As settlement payments are applied to all years a litigant was deemed
to have been exposed to asbestos, we believe when settlement payments are
applied to these additional policies, we will have availability under the years
deemed exhausted.  If our insurance
policies do not cover the costs and any awards for the asbestos-related
lawsuits, we will have to use our cash or obtain additional financing to pay
the asbestos-related obligations and settlement costs. There is no assurance
that we will have the cash or be able to obtain additional financings on
favorable terms to pay asbestos related obligations or settlements should they
occur. The ultimate outcome of any legal matter cannot be predicted with
certainty.  In light of the significant
uncertainty associated with asbestos lawsuits, there is no guarantee that these
lawsuits will not materially adversely affect our financial position, results
of operations or liquidity.

The
market price of our common stock has been and is likely to continue to be
volatile, which may make it difficult for shareholders to resell common stock
when they want to and at prices they find attractive.

The market price of our common stock has been and is
likely to be highly volatile, and there has been limited trading volume in the
common stock. The common stock market price could be subject to wide
fluctuations in response to a variety of factors, including the following:

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
| | announcements of fluctuations in our or our
  competitors operating results;             
|  |                                                                                           
| | the timing and announcement of sales or acquisitions
  of assets by us or our competitors;
|  |                                                                                           
| | changes in estimates or recommendations by
  securities analysts;                         
|  |                                                                                           
| | adverse or unfavorable publicity about our services
  or us;                              
|  |                                                                                           
| | the commencement of material litigation, or an
  unfavorable verdict, against us;         
|  |                                                                                           
| | terrorist attacks, war and threats of attacks and
  war;                                  
|  |                                                                                           
| | additions or departures of key personnel; and                                             
|  |                                                                                           
| | sales of common stock.                                                                    

In addition, the stock market in recent years has
experienced significant price and volume fluctuations. Such volatility and
decline has affected many companies irrespective of, or disproportionately to,
the operating performance of these companies. These broad fluctuations and
limited trading volume may materially adversely affect the market price of the
common stock, and the ability to sell said common stock.

Most of our outstanding shares are available for
resale in the public market without restriction. The sale of a large number of
these shares could adversely affect the share price and could impair our
ability to raise capital through the sale of equity securities or make
acquisitions for common stock.

Terrorist
attacks, war and threats of attacks and war may negatively impact our results
of operations, revenue and common stock market price.

Terrorist attacks, war and threats of attacks and war
may negatively impact our results of operations, revenue and share price.
Recent terrorist attacks in the United States, as well as future events
occurring in response or in connection to them, including, without limitation,
future terrorist attacks against United States targets and threats of war or
actual conflicts involving the United States or its allies, may impact the our
operations, including affecting our ability to operate our subsidiarys abroad.
More generally, any of these events could cause consumer confidence and
spending to decrease or result in increased volatility in the economy. They
could also

16

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result in the deepening of the economic recession in
the United States. Any of these occurrences could have a material adverse
effect on our operating results, revenue, and may result in the volatility of
the market price for our common stock.

Anti-takeover
provisions may make it more difficult for a third party to acquire control of
us, even if the change in control would be beneficial to shareholders.

We are a Pennsylvania corporation. Anti-takeover
provisions in Pennsylvania law and our charter and bylaws could make it more
difficult for a third party to acquire control of our. These provisions could
adversely affect the market price of the common stock and could reduce the
amount that shareholders might receive if we are sold. For example, our charter
provides that the board of directors may issue preferred stock without
shareholder approval. In addition, our bylaws provide for a classified board,
with each board member serving a staggered three-year term.  Directors may be removed only with the
approval of the holders of at least two-thirds of all of the shares outstanding
and entitled to vote.

If we fail to maintain an
effective system of internal controls, we may not be able to accurately report
our financial results or prevent fraud.
As a result, current and potential shareholders and customers could lose
confidence in our financial reporting, which could harm our business, the
trading price of our stock and our ability to retain our current customers or
obtain new customers.

Beginning in fiscal
2004, we began a process to document and evaluate our internal controls over
financial reporting in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act, which requires annual management assessments of the
effectiveness of our internal controls over financial reporting and a report by
our independent auditors addressing these assessments.  In this regard, management has been dedicating
internal resources, has engaged outside consultants and has adopted a detailed
work plan to (i) assess and document the adequacy of internal controls over
financial reporting, (ii) take steps to improve control processes, where
appropriate, (iii) validate through testing that controls are functioning as
documented and (iv) implement a continuous reporting and improvement process
for internal control over financial reporting. At this time, we are not aware,
and our outside auditors have not advised us, of any material weaknesses or significant
deficiencies in our internal controls, as defined in the relevant
literature.  If we fail to identify and
correct any issues in the design or operating effectiveness of internal
controls over financial reporting or fail to prevent fraud, current and
potential shareholders and customers could lose confidence in our financial
reporting, which could harm our business, the trading price of our stock and
our ability to retain our current customers and obtain new customers.

ITEM 1B.  Unresolved Staff Comments.

Not Applicable.

17

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ITEM 2.  Properties

Continuing Operations

RTI leases a 47,000 sq. ft. manufacturing facility in
Arden Hills, Minnesota, which also serves as the Companys headquarters, from a
partnership consisting of two former officers of RTI and Mark S. Gorder who
serves as an officer of the Company and RTI and on the Companys Board of
Directors.  At this facility, RTI
manufactures all of its products other than plastic component parts.  Annual base rent expense is approximately
$368,000. The lease expires in October 2011.

In addition, RTI owns, subject to a mortgage from a
third party lender, a 34,000 sq. ft. building in Vadnais Heights, Minnesota at
which RTI produces plastic component parts. As of December 31, 2005, there is
approximately $1,450,000 owed on the building. See notes 16 and 17 to the
Companys consolidated financial statements, which are incorporated by
reference into Item 8. Financial Statements and Supplementary Data from the
2005 annual report to shareholders.

RTIE leases a building in Anaheim, California, which
contains its manufacturing facilities and offices and consists of a total of
50,000 square feet.  Annual base rent
expense is approximately $380,000. The lease expires in September 2008.

RTI Technologies PTE LTD leases a 6,000 square foot
building in Singapore which houses its production facilities and administrative
offices. Annual base rent expense is approximately $130,000. This lease expires
in June 2007.

Discontinued Operations

In June 2004, the
Company sold its manufacturing facility, on a 17 acres site in Dresher,
Pennsylvania at which it produced standard-engineered systems, burners and
combustion control equipment. The Company leased this facility back until it
sold the Burners and Components Business in March 2005. The 136,000 square foot
Dresher facility had substantially more space than was needed for the Companys
operations. Additionally, Nippon Selas leased office space in Tokyo, Japan for
its sales and administrative facilities pursuant to a month-to-month lease.
Selas Waermetechnik, Germany leased facilities in Ratingen, Germany which were
used for sales, administrative and engineering activities and assembly of small
furnaces and furnace components.

18

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ITEM 3.  Legal Proceedings

The Company is a
defendant along with a number of other parties in approximately 122 lawsuits as
of December 31, 2005, (approximately 123 lawsuits as of December 31, 2004)
alleging that plaintiffs have or may have contracted asbestos-related diseases
as a result of exposure to asbestos products or equipment containing asbestos
sold by one or more named defendants. Due to the noninformative nature of the
complaints, the Company does not know whether any of the complaints state valid
claims against the Company. Certain carriers have informed the Company that the
primary policies for the period August 1, 1970-1973, have been exhausted and
that the carriers will no longer provide a defense under those policies. The
Company has requested that the carriers substantiate this situation. The
Company believes it has additional policies available for other years which
have been ignored by the carriers. As settlement payments are applied to all
years a litigant was deemed to have
been exposed to asbestos, the Company believes when settlement payments
are applied to these additional policies, the Company will have availability
under the years deemed exhausted.  The
Company does not believe that the asserted exhaustion of the primary insurance
coverage for this period will have a material adverse effect on its financial
condition, liquidity, or results of operations. Management believes that the
number of insurance carriers involved in the defense of the suits and the
significant number of policy years and policy limits, to which these insurance
carriers are insuring the Company, make the ultimate disposition of these
lawsuits not material to the Companys consolidated financial position or
results of operations.

The Company is also involved in other lawsuits arising
in the normal course of business.  While
it is not possible to predict with certainty the outcome of these matters,
management is of the opinion that the disposition of these lawsuits and claims
will not materially affect the Companys consolidated financial position,
liquidity, or results of operations.

ITEM 4.  Submission of Matters to a Vote of
Security Holders

None

ITEM 4A.  Executive Officers of the Registrant

The names, ages and offices (as of March 17, 2006) of
the Companys executive officers were as follows:

|                        |  |     |  |                                                                                                             
|----------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------
|Name                    |  | Age |  | Position                                                                                                    
|                        |  |     |  |                                                                                                             
|Mark S. Gorder          |  | 59  |  | President, Chief
  Executive Officer and Director of the Company; President of Resistance
  Technology, Inc.
|William J.
  Kullback   |  | 46  |  | Chief Financial
  Officer, Treasurer of the Company                                                         
|Christopher D.
  Conger |  | 45  |  | Vice President,
  Research and Development                                                                  
|Michael P. Geraci       |  | 47  |  | Vice President,
  Sales and Marketing                                                                       
|Dennis L. Gonsior       |  | 47  |  | Vice President,
  Operations                                                                                

Mr. Gorder joined the Company in October 1993 when
Resistance Technology, Inc. (RTI) was acquired by the Company. Prior to the
acquisition, Mr. Gorder was President and one of the founders of RTI, which
began operations in 1977.  Mr. Gorder
was promoted to Vice President of the Company and elected to the Board of Directors
in April 1996.  In December 2000, he was
elected President and Chief Operating Officer and in April 2001, Mr. Gorder
assumed the role of Chief Executive Officer.

19

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Mr. Kullback has served as the Companys Chief
Financial Officer since April 2005. Prior to joining the Company, Mr. Kullback,
was the Chief Financial Officer of AtriCure, Inc., a medical device company
focused on developing, manufacturing and selling innovative surgical devices,
from September 2004 until March 2005. From November 2002 until August 2004 he
was Chief Financial Officer of MedSource Technologies, Inc., a provider of
engineering and manufacturing services and supply chain management solutions to
the medical device industry. From December 1999 until October 2002, he was Chief
Financial Officer for PEMSTAR, Inc., an engineering and manufacturing services
corporation serving the medical, technology and industrial companies.  Mr. Kullback serves as a director of
Reptron
Electronics Inc., where he is also chairman of the nominating and governance
committee and also a member of the audit committee.

Mr. Conger joined the Company in September 1997.  Mr. Conger received a Bachelor of Science
degree in Electrical Engineering from the University of Missouri and a Master
of Science degree in Electrical Engineering from the University of
Minnesota.  He has served as the Companys
Vice President of Research and Development since February 2005.

Mr. Geraci joined the Company in October 1983.  Mr. Geraci received a Bachelor of Science
degree from Bradley University. He has served as the Companys Vice President
of Sales and Marketing since January 1995.

Mr. Gonsior joined the Company in February 1982.  Mr. Gonsior received a Bachelor of Science
degree from Saint Cloud State University. He has served as the Companys Vice
President of Operations since January 1996.

20

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PART II

ITEM 5.  Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities

Since April 4, 2005, the Companys common shares have
been listed on the American Stock Exchange under the ticker symbol IIN.  Prior to such date its
common shares were
traded under the symbol SLS.

The high and low sale prices during each quarterly
period during the past two years were as follows:

Market and
Dividend Information

|        |  |               |      |               |   |      |  |     |      |  |   |      | 
|------- |  | ------------- | ---- | ------------- | - | ---- |  | --- | ---- |  | - | ---- | 
|        |  | 2005          |      | 2004          |  
|        |  |               |      |               |  
|        |  | Market        |      | Market        |  
|        |  |               |      |               |  
|        |  | Price
  Range |      | Price
  Range |  
|        |  |               |      |               |  
|Quarter |  | High          |      | Low           |   | High |  | Low |     
|First   |  | $             | 2.25 |               | $ | 1.86 |  | $   | 3.60 |  | $ | 1.29 | 
|Second  |  |               | 2.10 |               |   | 1.52 |  |     | 3.24 |  |   | 1.15 | 
|Third   |  |               | 6.87 |               |   | 2.03 |  |     | 2.99 |  |   | 1.40 | 
|Fourth  |  |               | 6.45 |               |   | 3.70 |  |     | 2.40 |  |   | 1.58 | 

At March 17, 2006
the Company had 360 shareholders of record of common shares.  Such number of records does not reflect
shareholders who beneficially own common stock in nominee or street name.

The Company ceased paying quarterly cash dividends in
the fourth quarter of 2001 and has no intention of paying cash dividends in the
foreseeable future. The payment of any future cash dividends is subject to the
discretion of the Board of Directors and is dependent on a number of factors,
including the Companys capital requirements, financial condition, financial
covenants and cash availability. Terms of the Companys banking agreements
prohibit the payment of cash dividends without prior bank approval.

See ITEM 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters  Equity Compensation
Plans for disclosure regarding our equity compensation plans.

ITEM 6.  Selected Financial Data

Certain selected financial data is incorporated by
reference from Five-Year Summary of Operations and Other Financial
Highlights as contained in the Companys 2005 annual report to shareholders,
which is filed as an exhibit to this Form 10-K.

ITEM 7.  Managements Discussion and Analysis of
Financial Condition and Results of Operations

Managements Discussion and Analysis of Financial
Condition and Results of Operations is incorporated by reference from the
Companys 2005 annual report to shareholders, which is filed as an exhibit to
this Form 10-K.

ITEM 7A.  Quantitative and Qualitative Disclosures
About Market Risk

Quantitative and qualitative
disclosure about market risk is incorporated by reference from the Companys
2005 annual report to shareholders, which is filed as an exhibit to this Form
10-K.

21

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ITEM 8.  Financial Statements and Supplementary
Data

The Companys Consolidated Financial Statements, the Notes
to the Consolidated Financial Statements, and the Reports of Independent
Registered Public Accounting Firms are incorporated by reference from the
Companys 2005 annual report to shareholders, which is filed as an exhibit to
this Form 10-K.

ITEM 9.  Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure

On August 23, 2005,
the Corporation dismissed KPMG LLP (KPMG) as its independent registered
public accountants. The Corporations Audit Committee made and approved the
decision to change the independent registered public accountants.  The reports of KPMG on the Corporations
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle except that the reports for the past two
fiscal years included a separate paragraph which indicated that the Corporation
restated its consolidated financial statements as of and for the years ended
December 31, 2004 and 2003.   In
connection with its audits for the two most recent fiscal years and through
August 23, 2005, there have been no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
KPMG, would have caused them to make reference thereto in their report on the
financial statements for such years.

Effective as of
August 23, 2005, the Corporation engaged Virchow, Krause & Company, LLP as
its new independent registered public accountants. The decision to engage
Virchow, Krause & Company, LLP was made and approved by the Audit Committee
of the Board of Directors.  During the
two most recent fiscal years and through August 23, 2005, the Corporation has
not consulted with Virchow, Krause & Company, LLP regarding (A) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Corporations financial statements; or (ii) any matter that was either
subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is described in Item 304(a)(1)(v) of Regulation
S-K.

Item 9A. Controls and Procedures

The Companys
management, with the participation of its chief executive officer and chief
financial officer, conducted an evaluation of the effectiveness of the Companys
disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e),
as of December 31, 2005 (the Disclosure Controls Evaluation).  Based on the Disclosure Controls
Evaluation, the Companys chief
executive officer and chief financial officer concluded that the Companys
disclosure controls and procedures were effective to provide a reasonable level
of assurance that information required to be disclosed by the Company in the
reports the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the specific time periods in the
Securities and Exchange Commissions rules and forms.  Officers of the company
have concluded that the disclosure controls and procedures are also effective
to ensure that information required to be disclosed in the reports the Company
files or submits under Exchange Act are accumulated and communicated to
management, including the chief executive officer and chief financial officer,
to allow timely decisions regarding required disclosure, all in accordance with
Exchange Act Rule 13a-15(e).

The Companys management, with the participation of
the Companys chief executive officer and chief financial officer, also
conducted an evaluation

22

---



of the Companys internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f), to determine whether any
changes occurred during the quarter ended December 31, 2005 that have
materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting. Based on that evaluation, there was
no such change during the quarter ended December 31, 2005.

A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.
Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs.  Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

Item 9B.  Other
Information

None.

23

---



PART III

Item 10. Directors and Executive Officers of the
Registrant

The information called for by Item 10, except for the
information concerning executive officers included in Item 4A hereof, is
incorporated by reference from the Companys definitive proxy statement
relating to its 2005 annual meeting of shareholders. The information concerning
executive officers contained in Item 4A hereof is incorporated by reference
into this Item 10.

Code of Ethics

The Company has adopted a code of ethics that applies
to its directors, officers and employees, including its chief executive
officer, chief financial officer, controller and persons performing similar
functions. Copies of the Companys code of ethics are available without charge
upon written request directed to Cari Sather, Director Human Resources,
IntriCon Corporation, 1260 Red Fox Road, Arden Hills, MN 55112.

Item 11. Executive Compensation

The information called for by Item 11 is incorporated
by reference from the Companys definitive proxy statement relating to its 2006
annual meeting of shareholders.

Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

The information called for by Item 12 is incorporated
by reference from the Companys definitive proxy statement relating to its 2006
annual meeting of shareholders.

Equity Compensation Plans

The following table details information regarding the
Companys existing equity compensation plans as of December 31, 2005:

|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       |  |  |         | 
|------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- | 
|Plan
  Category                                              |  | (a)
  Number of
  securities to be
  issued upon
  exercise of
  outstanding
  options, warrants
  and rights |         | (b)
  Weighted-
  average
  exercise price
  of outstanding
  options,
  warrants and
  rights |   | (c)
  Number of
  securities
  remaining
  available for
  future issuance
  under equity
  compensation
  plans (excluding
  securities
  reflected in
  column (a)) | 
|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       | 
|Equity compensation plans approved by security
  holders     |  |                                                                                                               | 507,400 |                                                                                                | $ | 4.22                                                                                                                                                                  |  |  | 698,500 | 
|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       | 
|Equity compensation plans not approved by security
  holders |  |                                                                                                               | 222,500 |                                                                                                | $ | 3.44                                                                                                                                                                  |  |  | 12,500  | 
|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       |  |  |         | 
|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       | 
|Total                                                        |  |                                                                                                               | 729,900 |                                                                                                | $ | 3.98                                                                                                                                                                  |  |  | 711,000 | 
|                                                             |  |                                                                                                               |         |                                                                                                |   |                                                                                                                                                                       |  |  |         | 

(1)  Represents
shares issuable under the Non-Employee Directors Stock Option Plan, pursuant to
which directors who are not employees of the Corporation or any of its
subsidiaries receive an automatic one-time grant of an option to acquire 5,000
common shares upon their initial election or appointment to the

24

---



Board of Directors.
The Plan also permits discretionary grants.  The exercise price of the option is the fair market value of the
stock on the date of grant.  Options
become exercisable in equal one-third annual installments beginning one year
from the date of grant, except that the vesting schedule for discretionary
grants is determined by the Compensation Committee. If the Incentive Plan is
approved by the shareholders, no further grants will be made pursuant to the
Non-Employee Directors Stock Option Plan and 12,500 shares that would have been
available for future issuance under the Non-Employee Directors Stock Option
Plan will be available for issuance pursuant to the Incentive Plan.

Item 13.  Certain
Relationships and Related Transactions

The information called for by Item 13 is incorporated
by reference from the Companys definitive proxy statement relating to its 2006
annual meeting of shareholders.

Item 14. Principal Accountant Fees and Services

The information called for by Item 14 is incorporated
by reference from the Companys definitive proxy statement relating to its 2006
Annual Meeting of shareholders.

25

---



PART IV

ITEM 15.  Exhibits, Financial Statement Schedules

(a)  The
following documents are filed as a part of this report:

|   |                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Financial Statements - The Companys
  consolidated financial statements, as described below, are incorporated by
  reference as contained in the Companys 2005 annual report to shareholders,
  which is filed as an exhibit to this Form 10-K.
|   |                                                                                                                                                                                                                                                  
|   | Consolidated Statements of Operations for the years
  ended December 31, 2005, 2004 and 2003.                                                                                                                                                    
|   |                                                                                                                                                                                                                                                  
|   | Consolidated Balance Sheets at December 31, 2005 and
  2004.                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                  
|   | Consolidated Statements of Cash Flows for the years
  ended December 31, 2005, 2004 and 2003.                                                                                                                                                    
|   |                                                                                                                                                                                                                                                  
|   | Consolidated Statements of Shareholders Equity and
  Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and
  2003.                                                                                                        
|   |                                                                                                                                                                                                                                                  
|   | Notes to Consolidated Financial Statements.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                  
|   | Reports of Independent Registered Public Accounting
  Firms.                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                  
|2. | Financial Statement Schedules                                                                                                                                                                                                                    

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
SUPPLEMENTARY INFORMATION

The Board of Directors and Shareholders
IntriCon Corporation and Subsidiaries:

Under date of
February 18, 2006, we reported on the consolidated balance sheet of IntriCon
Corporation and Subsidiaries (formerly Selas Corporation of America) and the related consolidated
statements of operations, stockholders equity, and cash flows for the year
ended December 31, 2005, as contained in the annual report on Form 10-K for the
year ended December 31, 2005. In connection with our audit of the
aforementioned consolidated financial statements, we also audited the related
financial statement schedule. This financial statement schedule is the
responsibility of the Companys management. Our responsibility is to express an
opinion on this financial statement schedule based on our audit.

In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

/s/ Virchow Krause
& Company, LLP

Minneapolis,
Minnesota 
February 18, 2006

26

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the
Shareholders, Audit Committee and Board of Directors
IntriCon Corporation (formerly Selas Corporation of America)

We have audited the
accompanying consolidated balance sheet of IntriCon Corporation (formerly Selas
Corporation of America) as of December 31, 2005, and the related consolidated
statements of operations, shareholders equity and comprehensive income and
cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
companys management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our
audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles
used
and significant estimates made by management as well as evaluating the overall
consolidated financial statement presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of IntriCon Corporation (formerly
Selas Corporation of America) as of December 31, 2005 and the results of
their  operations and their  cash flows for the year then ended, in
conformity with U.S. generally accepted accounting principles.

/s/ Virchow, Krause & Company, LLP

Minneapolis,
Minnesota
February 18, 2006

27

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of
Directors and Shareholders
IntriCon Corporation:

Under date of March
18, 2005, except as to notes 3, 4, 8 and 18, which are as of March 31, 2005 and
note 2 which is as of June 24, 2005, we reported on the consolidated balance
sheets of IntriCon Corporation (formerly Selas Corporation of America) and
subsidiaries as of December 31, 2004, and the related consolidated statements
of operations, stockholders equity and comprehensive income (loss), and cash
flows for each of the years in the two-year period ended December 31, 2004, as
contained in the 2005 annual report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year 2005. In connection with our audits
of the aforementioned consolidated financial statements, we also audited the
related financial statement schedule as of and for the two-year period ended
December 31, 2004. This financial statement schedule is the responsibility of
the Companys management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion,
such financial statement schedule, when considered in relation to the 2004 and
2003 basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

As discussed in
note 2 to the consolidated financial statements, the Company has restated its
consolidated financial statements as of December 31, 2004 and for each of the
years in the two-year period ended December 31, 2004.

/s/ KPMG LLP

Minneapolis,
Minnesota
March 18, 2005, except as to notes 3, 4, 8 and 18, 
which are as of March 31, 2005 and 
note 2 which is as of June 24, 2005

28

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of
Directors and Shareholders
IntriCon Corporation:

We have audited the
accompanying consolidated balance sheet of IntriCon Corporation (formerly Selas
Corporation of America) and subsidiaries as of December 31, 2004, and the
related consolidated statements of operations, shareholders equity and
comprehensive income (loss) and cash flows for each of the years in the
two-year period ended December 31, 2004. These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of IntriCon Corporation and
subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the two-year period
ended December 31, 2004, in conformity with U.S. generally accepted accounting
principles.

As discussed in
note 2 to the consolidated financial statements, the Company has restated its
consolidated financial statements as of December 31, 2004 and for each of the
years in the two-year period ended December 31, 2004.

/s/ KPMG LLP

Minneapolis,
Minnesota
March 18, 2005, except as to notes 3, 4, 8 and 18, 
which are as of March 31, 2005 and 
note 2 which is as of June 24, 2005

29

---



Schedule II -
Valuation and Qualifying Accounts

INTRICON
CORPORATION AND SUBSIDIARY COMPANIES

Valuation
and Qualifying Accounts
December 31, 2005, 2004 and 2003

|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|------------------------------------------- |  | -------------------------------- | --------- | --------------------------------------------- | - | -------------------------------------- |  | ------------------- | ---- | -------------------------- | - | ------- | --- | - | --------- | 
|Description                                 |  | Balance at
  beginning
  of Year |           | Addition
  charged to
  costs and
  expense |   | Other (a)
  additions
  (deductions) |  | Less
  deductions |      | Balance
  at end
  of year |  
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |  
|Year ended December 31, 2005                |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|Allowance
  for doubtful accounts           |  | $                                | 176,594   |                                               | $ | 202,697                                |  | $                   | (208 | )                          | $ | 8,888   |     | $ | 370,195   | 
|Allowance
  for note receivable             |  | $                                |          |                                               | $ | 296,077                                |  | $                   |     |                            | $ |        |     | $ | 296,077   | 
|Deferred
  tax asset valuation allowance    |  | $                                | 8,317,505 |                                               | $ | 276,324                                |  |                     |     |                            | $ |         |     | $ | 8,593,829 | 
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|Year ended December 31, 2004                |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|Allowance
  for doubtful accounts           |  | $                                | 253,840   |                                               | $ | 88,427                                 |  | $                   | 19   |                            | $ | 165,692 | (b) | $ | 176,594   | 
|Deferred
  tax asset valuation allowance    |  | $                                | 7,211,013 |                                               | $ | 1,455,615                              |  |                     |     |                            | $ | 349,123 | (c) | $ | 8,317,505 | 
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|Year ended December 31, 2003                |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|                                            |  |                                  |           |                                               |   |                                        |  |                     |      |                            |   |         |     |   |           | 
|Allowance
  for doubtful accounts           |  | $                                | 414,509   |                                               | $ | 191,771                                |  | $                   | 59   |                            | $ | 352,499 | (b) | $ | 253,840   | 
|Deferred
  tax asset  valuation
  allowance |  | $                                | 743,859   |                                               | $ | 6,467,154                              |  |                     |     |                            |   |        |     | $ | 7,211,013 | 

|   |                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------
|a) | Represents the difference between translation rates
  of foreign currency at beginning and end of year and the average rate during
  the year.
|   |                                                                                                                                               
|b) | Uncollectible accounts written off.                                                                                                           
|   |                                                                                                                                               
|c) | Continuing operations net operating loss utilized to
  offset tax impact of operating income from discontinued operations.                    

All other schedules are omitted because they are not
applicable, or because the required information is included in the consolidated
financial statements or notes thereto.

30

---



3. Exhibits 

|           |  |                                                                                                                                                                                                                                                                                                                               
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)     |  | Asset and Share Purchase Agreement dated as of
  October 11, 2002 among the Company, Selas S.A.S, Andritz A.G. and Andritz
  Acquisition S.A.S.  Schedules and
  attachments are listed under section 1.2 of the agreement and will be provided
  to the Commission upon request.                                             
|           |  |                                                                                                                                                                                                                                                                                                                               
|2.2(2)     |  | Stock purchase Agreement dated July 21, 2003 between
  the Company and Ventra Ohio Corp, and VTA USA, INC. Schedules and attachments
  are listed beginning on page 38 of the agreement and will be provided to the
  Commission upon request.                                                                                
|           |  |                                                                                                                                                                                                                                                                                                                               
|2.3(8)     |  | Agreement of Sales between the Company and BET
  Investments, Inc. dated December 31, 2002, as amended.                                                                                                                                                                                                                       
|           |  |                                                                                                                                                                                                                                                                                                                               
|2.4(14)    |  | Asset purchase agreement dated March 31, 2005 among
  the Company and Selas Heat Technology, LLP (Schedules and exhibits are
  omitted pursuant to Regulation S-K, Item 601(b)(2); IntriCon Corporation
  agrees to furnish a copy of such schedules and/or exhibits to the Securities
  and Exchange Commission upon request)
|           |  |                                                                                                                                                                                                                                                                                                                               
|3.1(14)    |  | The Companys Amended and Restated Articles of
  Incorporation as amended.                                                                                                                                                                                                                                                    
|           |  |                                                                                                                                                                                                                                                                                                                               
|3.2        |  | The Companys Amended and Restated By-Laws.                                                                                                                                                                                                                                                                                   
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.1(2)  |  | Amended and Restated 1994 Stock Option Plan.                                                                                                                                                                                                                                                                                  
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.2(3)  |  | Form of Stock Option Agreements granted under the
  Amended and Restated 1994 Stock Option Plan.                                                                                                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.3(9)  |  | 2001 Stock Option Plan.                                                                                                                                                                                                                                                                                                       
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.4(3)  |  | Supplemental Retirement Plan (amended and restated
  effective January 1, 1995).                                                                                                                                                                                                                                              
|           |  |                                                                                                                                                                                                                                                                                                                               
|10.5(5)    |  | Amended and Restated Office/Warehouse Lease, between
  Resistance Technology, Inc. and Arden Partners I. L.L.P. (of which Mark S.
  Gorder is one of the principal owners) dated November 1, 1996.                                                                                                                            
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.6(4)  |  | Amended and Restated Non-Employee Directors Stock
  Option Plan.                                                                                                                                                                                                                                                             
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.7(6)  |  | Retirement Agreement, Consulting Agreement and
  General Release, dated August 30, 2000, between the Company and Stephen F.
  Ryan.                                                                                                                                                                                           
|           |  |                                                                                                                                                                                                                                                                                                                               
|10.8(4)    |  | Separation Agreement dated November 30, 2001 between
  the Company and Robert W. Ross.                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                               
|10.9(10)   |  | Settlement agreement dated September 12, 2003
  between the Company and Andritz AG, Andritz Acquisition S.A.A.                                                                                                                                                                                                                
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.10(7) |  | Termination
  agreement following change of control or asset sale between the Company
  and  Mark S. Gorder dated December 14,
  2004                                                                                                                                                                                         
|           |  |                                                                                                                                                                                                                                                                                                                               
|+ 10.11(7) |  | Separation
  Agreement between the Company and Gerald H. Broecker dated December 14, 2004                                                                                                                                                                                                                                     

31

---



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+ 10.12     |  | Summary sheet for
  director fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|+ 10.13     |  | Summary sheet for
  executive officer compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|+ 10.14(11) |  | Employment
  agreement between the Company and Mark S. Gorder dated as of December 4, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.15(12)   |  | Credit and
  Security Agreement dated August 31, 2005 by Resistance Technology, Inc. and
  RTI Electronics, Inc. and Diversified Business Credit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.16(12)   |  | Security
  Agreement dated August 31, 2005 between IntriCon Corporation and Diversified
  Business Credit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.17(12)   |  | Guaranty by
  Corporation dated August 31, 2005 between IntriCon Corporation and
  Diversified Business Credit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.18(12)   |  | Term Loan
  Supplement (Real Estate) to Credit Agreement dated August 31, 2005, by
  Resistance Technology, Inc. and RTI Electronics, Inc. for the benefit of
  Diversified Business Credit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.19(12)   |  | Term Loan
  Supplement (Equipment) to Credit Agreement dated August 31, 2005, by
  Resistance Technology, Inc. and RTI Electronics, Inc. for the benefit of
  Diversified Business Credit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.20(12)   |  | Mortgage,
  Security Agreement, Fixture Financing Statement and Assignment of Leases and
  Rents by Resistance Technology, Inc. to Diversified Business Credit,
  Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.21(13)   |  | Form of
  Non-employee director Option Agreement for options issued pursuant to the
  Amended and Restated Non-Employee Directors Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.22(14)   |  | Promissory note
  from Selas Heat Technology, LLP dated March 31, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.23(15)   |  | Employment
  agreement between the Company and William J. Kullback dated April 25, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.24(15)   |  | Termination
  agreement following change of control or asset sale between the Company and
  William J. Kullback dated April 25, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.25(15)   |  | Form of Stock
  Option Agreement issued to executive officers pursuant to the 2001 Stock
  Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.         |  | Five-Year Summary of Operations as contained in
  the Companys 2005 annual report to shareholders; Other Financial
  Highlights as contained in the Companys 2005 annual report to shareholders;
  Managements Discussion and Analysis of Financial Condition and Results of
  Operations as contained in the Companys 2005 annual report to shareholders;
  and the Companys consolidated financial statements, including the Notes to
  Consolidated Financial Statements and the Report of Independent Registered
  Public Accounting Firm as contained in the Companys 2005 annual report to
  shareholders.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|21(11)      |  | List of significant subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23.1        |  | Consent of Independent Registered Public Accounting
  Firm (Virchow, Krause & Company, LLP).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

32

---



|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|23.2 |  | Consent of Independent Registered Public Accounting
  Firm (KPMG).                                                                                    
|     |  |                                                                                                                                                       
|31.1 |  | Certification of principal executive officer
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                              
|     |  |                                                                                                                                                       
|31.2 |  | Certification of principal financial officer
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                              
|     |  |                                                                                                                                                       
|32.1 |  | Certification of principal executive officer
  pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                       
|32.2 |  | Certification of principal financial officer
  pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002



---

|     |                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------
|+    | Denotes management contract, compensatory plan or
  arrangement.                                                         
|     |                                                                                                                          
|(1)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 2003.          
|     |                                                                                                                          
|(2)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 1997.          
|     |                                                                                                                          
|(3)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 1995.          
|     |                                                                                                                          
|(4)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 2001.          
|     |                                                                                                                          
|(5)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 1996.          
|     |                                                                                                                          
|(6)  | Incorporated by reference from the Companys
  quarterly report on Form 10-Q for the quarter ended September 30, 2000.   
|     |                                                                                                                          
|(7)  | Incorporated by reference from the Companys current
  report on Form 8-K filed with the Commission on December 20, 2004.
|     |                                                                                                                          
|(8)  | Incorporated by reference from the Companys current
  report on Form 8-K filed with the Commission on June 29, 2004.    
|     |                                                                                                                          
|(9)  | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 2000.          
|     |                                                                                                                          
|(10) | Incorporated by reference from the Companys
  quarterly report on Form 10-Q for the quarter ended September 30, 2003.   
|     |                                                                                                                          
|(11) | Incorporated by reference from the Companys annual
  report on Form 10-K for the year ended December 31, 2004.          
|     |                                                                                                                          
|(12) | Incorporated by reference from the Companys
  quarterly report on Form 10-Q for the quarter ended September 30, 2005.   
|     |                                                                                                                          
|(13) | Incorporated by reference from the Companys current
  report on Form 8-K filed with the Commission on October 3, 2005.  
|     |                                                                                                                          
|(14) | Incorporated by reference from the Companys
  quarterly report on Form 10-Q for the quarter ended March 31, 2005.       
|     |                                                                                                                          
|(15) | Incorporated by reference from the Companys current
  report on Form 8-K filed with the Commission on April 26, 2005.   

33

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
  (Registrant)                 | 
| |     |                                                     | 
| | By: | /s/ William J. Kullback                             | 
| |     |                                                     | 
| |     | William J. Kullback                                 | 
| |     | Chief Financial Officer, 
  Treasurer and Secretary | 

Dated:  March
17, 2006

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

|                                                   | 
|-------------------------------------------------- | 
|/s/ Mark S. Gorder                                 | 
|                                                   | 
|Mark S. Gorder                                     | 
|President and Chief Executive                      | 
|Officer and Director (principal executive officer)
|March 17, 2006                                     | 
|                                                   | 
|/s/ William J. Kullback                            | 
|                                                   | 
|William J. Kullback                                | 
|Chief Financial Officer                            | 
|Treasurer and Secretary                            | 
|(principal accounting and financial officer)      
|March 17, 2006                                     | 
|                                                   | 
|/s/ Nicholas A. Giordano                           | 
|                                                   | 
|Nicholas A. Giordano                               | 
|Director                                           | 
|March 17, 2006                                     | 
|                                                   | 
|/s/ Robert N. Masucci                              | 
|                                                   | 
|Robert N. Masucci                                  | 
|Director                                           | 
|March 17, 2006                                     | 
|                                                   | 
|/s/ Michael J. McKenna                             | 
|                                                   | 
|Michael J. McKenna                                 | 
|Director                                           | 
|March 17, 2006                                     | 

34

---



EXHIBIT INDEX

EXHIBITS:

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | The Companys Amended and Restated By-Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.12 | Summary sheet for director fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.13 | Summary sheet for executive officer compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.   | Summary of Operations as contained in the
  Companys 2005 annual report to shareholders; Other Financial Highlights as
  contained in the Companys  2005
  annual report to shareholders; Managements Discussion and Analysis of
  Financial Condition and Results of Operations as contained in the Companys
  2005 annual report to shareholders; and the Companys consolidated financial
  statements, including the Notes to Consolidated Financial Statements and
  the Report of Independent Registered Public Accounting Firm as contained in
  the Companys 2005 annual report to shareholders.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.1  | Consent of Independent Registered Public Accounting
  Firm (Virchow, Krause and Company, LLP).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23.2  | Consent of Independent Registered Public Accounting
  Firm (KPMG).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31.1  | Certification of principal executive officer
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31.2  | Certification of principal financial officer
  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|32.1  | Certification of principal executive officer
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|32.2  | Certification of principal financial officer
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

35

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