8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported)

November 11, 2005

INTER-TEL, INCORPORATED

(Exact name of registrant as specified in its charter)

Arizona	0-10211	86-0220994
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1615 S. 52^nd Street
Tempe, AZ 85281
(Address of principal executive offices, including zip code)

(480) 449-8900
(Registrant’s telephone number, including area code)

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

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 /17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1

Item 1.01 Entry into a Material Definitive Agreement.

     On November 11, 2005, the board of directors (the “Board”) of Inter-Tel, Incorporated (the “Company”) approved an amendment of the Company’s director compensation policy effective for all meetings taking place after October 4, 2005. Further, in view of special contributions of director Agnieszka Winkler with respect to certain committee assignments, the Board agreed to pay to her a special one-time payment of $3,000 for board service. A copy of the Company’s complete revised director compensation schedule is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
10.1	Director Compensation Schedule

SIGNATURES

     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 hereunto duly authorized.

INTER-TEL, INCORPORATED
By:	/s/ Kurt R. Kneip
	Kurt R. Kneip
	Chief Financial Officer

Date: November 17, 2005

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Director Compensation Schedule

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EX-10.1

EXHIBIT 10.1

DIRECTOR COMPENSATION

On November 11, 2005, Inter-Tel, Incorporated revised its director compensation. Inter-Tel’s complete director compensation schedule is set forth below as so revised:

Description	Prior to 10-4-05		After 10-4-05
Each regularly scheduled Board of Directors meeting attended	$	1,500	$	2,000
Quarterly stipend for non-chairman committee members		6,000		6,000
Quarterly stipend for compensation committee chairman		6,500		6,500
Quarterly stipend for governance and nominating committee chairman		6,500		6,500
Quarterly stipend for non-employee chairman of the board of directors		10,500		10,500
Quarterly stipend for audit committee chairman		10,500		10,500
Each compensation committee meeting attended		1,500		1,500
Each governance and nominating committee meeting attended		1,500		1,500
Each audit committee meeting attended		2,000		2,000
Each meeting of a special committee of the Board or a subcommittee thereof		1,500		2,000
Each special meeting of the Board or committee of the Board, including unanimous written consents in lieu of board meetings		1,500		2,000
Expenses of attending Board and Committee meetings	As incurred		As incurred
The Company also allows each director to elect to participate in the health benefit plans each year Directors are offered participation in the same plans offered to employees, subject to payment by each electing director at employee participant rates, plus all applicable co-pays and/or deductibles	Participation offered in Company plans		Participation offered in Company plans
Director continuing education expenses	50% of eligible tuition plus expenses		50% of eligible tuition plus expenses
Annual stock option grants to purchase shares of Common Stock, pursuant to the Company’s Director Stock Option Plan (as amended), at the market price five (5) business days after the date of the annual Board meeting		7,500		7,500

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