# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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# FORM 8-K

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

Date of Report (Date of earliest event reported)   April 26, 2006

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

|Pennsylvania                                  | 1-5005                  | 23-1069060                      
|--------------------------------------------- | ----------------------- | --------------------------------
|(State or other jurisdictionof incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.)

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

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

NA


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


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

|o |  | Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425)
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|o |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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|o |  | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|- |  | ------------------------------------------------------------------------------------------------------

|o |  | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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# Item. 1.01.   Entry into a Material Definitive Agreement

# Approval of 2006 Equity Incentive Plan

At the Annual Meeting of
Shareholders (the Annual Meeting) of IntriCon Corporation (IntriCon), held on April 26, 2006, shareholders
approved the 2006 Equity Incentive Plan, referred to as the (the Plan). See Exhibit 10.1 to this Current Report on
Form 8-K. The Plan was approved by the board of directors of IntriCon in March 2006, subject to shareholder approval.

The purposes of the Plan are
to (i) attract and promote the long-term retention of employees of IntriCon and its subsidiaries (collectively, the
Company), directors of the Company and other persons who are in a position to make significant contributions to the
success of the Company; (ii) further reward these employees, directors and other persons for their contributions to the
Companys growth and expansion; (iii) provide additional incentive to these employees, directors and other persons to
continue to make similar contributions in the future; and (iv) to further align the interests of these employees, directors and
other persons with those of IntriCons shareholders. In accordance with the provisions of the Plan, options, stock
appreciation rights, restricted stock or unrestricted stock, deferred stock, restricted stock units or performance awards, for
shares of IntriCon common stock, par value $1.00 per share (Common Stock), or combinations thereof (collectively,
Awards) can be granted to participants in the Plan.

As of April 26, 2006, no
additional grants could be made under IntriCons 2001 Stock Option Plan and Amended and Restated Non-Employee Directors
Stock Option Plan (collectively, the Old Plans). Outstanding grants under the Old Plans continue to be governed by
their terms under the Old Plans.

The Compensation Committee
has full and exclusive power to administer and interpret the Plan, grant awards and adopt administrative rules, regulations,
procedures and guidelines governing the Plan and the Awards.

The aggregate number of
shares of Common Stock for which Awards may be granted under the Plan is 698,500 shares of Common Stock; provided, however, that
such authorized share reserve will be increased from time to time by a number of shares equal to the number of shares of Common
Stock that are issuable pursuant to option grants outstanding under the Old Plans as of April 26, 2006 that, but for the
termination and/or suspension of the Old Plans, would otherwise have reverted to the share reserve of the Old Plans pursuant to
the terms thereof as a result of the expiration, termination, cancellation or forfeiture of such options. As of April 26, 2006,
options to purchase 519,000 sharesof Common Stock were outstanding under the Old Plans.

The foregoing brief summary
of the Plan is qualified in its entirety by reference to the Plan.

# Grant of Stock Options

Following the approval of the
Plan, the Compensation Committee awarded options to purchase 17,500 shares of Common Stock to Chris Conger, Vice President,
Engineering, and 10,000 shares of Common Stock to Steve Binnix, Vice President of RTI Electronics, Inc., at an exercise price of
$6.75 per share. The options will vest in three equal annual installments beginning one year after the date of grant, except that
they will become immediately exercisable upon a change in control as defined in the Plan or the death or disability of
the recipient, and expire ten years after the date of grant, unless terminated earlier by the terms of the option.

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In addition, the Compensation
Committee approved the automatic grant of options to purchase 5,000 shares of Common Stock under the Plan at the fair market value
of the Common Stock on the date of the grant to each person who was re-elected or continued as a non-employee director at the
Annual Meeting and each subsequent annual meeting of shareholders thereafter. Accordingly, each of Nicholas A. Giordano, Robert
Masucci and Michael J. McKenna was granted an option to purchase 5,000 shares of Common Stock at an exercise price of $6.75. The
options will vest in three equal, annual installments beginning one year after the date of grant, except that they will become
immediately exercisable upon a change in control as defined in the Plan or the death or disability of the recipient,
and expire ten years after the date of grant, unless terminated earlier by the terms of the option.

# Item 2.02.   Results of Operations and Financial Condition

The following information is
being provided pursuant to Item 2.02. Such information, including the exhibit attached hereto, should not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

On April 26, 2006, the
Company announced earnings for the quarter ended March 31, 2006 and discussed recent developments. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.

# Item 7.01.   Regulation FD Disclosure

The following information is
being provided pursuant to Item 7.01. Such information, including the exhibit attached hereto, should not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The information contained
under Item 2.02 is incorporated herein by reference.

Nicholas A. Giordano was
reelected as a director at the Annual Meeting to serve for a term of three years.

# Item 9.01.   Financial Statements and Exhibits

(d)   Exhibits

| | 10.1 |  | 2006 Equity Incentive Plan (incorporated by reference from the
Companys Proxy Statement filed March 17, 2006)
| | ---- |  | --------------------------------------------------------------------------------------------------------------

| | 99.1 |  | Press Release dated April 26, 2006
| | ---- |  | ----------------------------------

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# SIGNATURE

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

|      | IntriCon Corporation   
|----- | -----------------------
|     
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|Date: | May 1, 2006            
|      | William J. Kullback    
|      | Chief Financial Officer

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# Exhibit Index

|10.1 |  | 2006 Equity Incentive Plan (incorporated by reference from the
Companys Proxy Statement filed March 17, 2006)
|---- |  | --------------------------------------------------------------------------------------------------------------

|99.1 |  | Press Release dated April 26, 2006
|---- |  | ----------------------------------

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