|As
Filed with the Securities and Exchange Commission on October 18, 2005
|------------------------------------------------------------------------
|Registration No.
333-_____                                              
|                                                                        

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

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# FORM S-8

REGISTRATION STATEMENTUNDER
THE SECURITIES ACT OF
1933

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

|PENNSYLVANIA                                                  |  | 23-1069060                            
|------------------------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)

|1260 Red Fox Road, Arden Hills, MN       | 55112     
|---------------------------------------- | ----------
|(Address of Principal Executive Offices) | (Zip Code)

|Amended and Restated Non-Employee Directors Stock Option Plan
|--------------------------------------------------------------
|(Full title of the Plan)                                      

William
J. Kullback, Chief Financial OfficerIntriCon Corporation1260 Red Fox Road,
Arden Hills, MN 55112(Name and address of agent for service)

(651)
636-9770(Telephone
number, including area code, of agent for service)

Copy to:

Francis
E. DehelBlank Rome LLPOne
Logan Square, 18th & Cherry StreetsPhiladelphia, PA 19103Telephone:
(215) 569-5500Facsimile: (215) 832-5532

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|CALCULATION OF REGISTRATION FEE        
|---------------------------------------
|
|Common stock, par value $1.00 per share
|                                       
|                                       
|                                       
|                                       
|Total                                  

| | (1) |  | Represents
shares issuable under the registrants  Non-Employee Directors  Stock
Option Plan  (Plan)  as a result of an amendment to the Plan in 2001
(the Amendment).
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) |  | Calculated
solely for the purpose of determining the  registration fee pursuant to Rule 457
of the  Securities  Act of 1933, as amended,  based upon,  (i) as to the 162,500
shares  of the  registrants  common  stock  that  may be  issued  upon the
exercise  of options  previously  granted  pursuant to the  Amendment,  upon the
exercise  prices  of such  options  and  (ii)  as to the  12,500  shares  of the
registrants  common  stock  that may be issued  upon  exercise  of options
available for future grant under the Amendment, upon the average of the high and
low prices of the  registrants  common  stock as reported on the  American
Stock Exchange on October 17, 2005.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) |  | Pursuant
to Rule 416 under the  Securities  Act of 1933,  as amended,  this  registration
statement also includes such  indeterminate  number of shares of Common Stock as
may be issued  pursuant to certain  anti-dilution  provisions  contained  in the
Plan.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
to General Instruction E of Form S-8, the registrant hereby makes the following statement:

This
Registration Statement on Form S-8 is being filed by the registrant to register an
additional 175,000 shares of its common stock which are issuable upon the exercise of
options available for grant under the Plan, pursuant to the Amendment. These 175,000
shares are in addition to the 75,000 shares of the registrants common stock which
were previously registered pursuant to the registrants Registration Statement on
Form S-8 (Commission File No. 333-66433) filed with the Securities and Exchange Commission
(the SEC) on October 30, 1998 (the Prior Registration Statement).
Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement is
hereby incorporated by reference.

2

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# PART II

# INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

|Item 8. |  | Exhibits.
|------- |  | ---------

|5.1 |  | Opinion
of Blank Rome LLP.
|--- |  | --------------------------

|23.1 |  | Consent
of KPMG  LLP.
|---- |  | ---------------------

|23.2 |  | Consent
of Blank Rome LLP (included in Exhibit 5.1).
|---- |  | ----------------------------------------------------

|24.1 |  | Power
of Attorney (included on signature page of this registration statement).
|---- |  | ------------------------------------------------------------------------------

3

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# SIGNATURES

Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
October 18, 2005.

| | INTRICON CORPORATION
| | --------------------
|
|
| | By:                 
| |                     
| |                     
| |                     

KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Mark S. Gorder and William J. Kullback, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the date indicated.

|SIGNATURE                                  | TITLE(S)                                                                              | DATE            
|------------------------------------------ | ------------------------------------------------------------------------------------- | ----------------
|                                          
|                                          
|/s/ Michael J. McKenna                     | Chairman of the Board                                                                 | October 18, 2005
|Michael J. McKenna                         |                                                                                       |                 
|                                          
|/s/ Nicholas A. Giordano                   | Director                                                                              | October 18, 2005
|Nicholas A. Giordano                       |                                                                                       |                 
|                                          
|/s/ Robert N. Masucci                      | Director                                                                              | October 18, 2005
|Robert N. Masucci                          |                                                                                       |                 
|                                          
|/s/ Mark S. GorderMark S. Gorder           | Chief Executive Officer (Principal Executive Officer) and Director                    | October 18, 2005
|                                          
|/s/ William J. KullbackWilliam J. Kullback | Chief Financial Officer (PrincipalAccounting Officer and Principal Financial
Officer) | October 18, 2005

4

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# INDEX TO EXHIBITS

|Exhibit No. |  | Description of Exhibit
|----------- |  | ----------------------

|5.1 |  | Opinion
of Blank Rome LLP.
|--- |  | --------------------------

|23.1 |  | Consent
of KPMG LLP.
|---- |  | --------------------

|23.2 |  | Consent
of Blank Rome LLP (included in Exhibit 5.1).
|---- |  | ----------------------------------------------------

|24.1 |  | Power
of Attorney (included on signature page of this registration statement).
|---- |  | ------------------------------------------------------------------------------

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