8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)   April 24, 2008

INTRICON CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	1-5005	23-1069060
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification 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

____________________________________________________

(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 (17CFR 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))

Item 2.02.   Results of Operations and Financial Condition

The following information is being provided pursuant to Item 2.02. Such information, including Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

On April 24, 2008, IntriCon Corporation (the “Company”) announced earnings for the quarter ended March 31, 2008. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 23, 2008, at the annual meeting of shareholders of the Company, the Company’s shareholders approved an Amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation, as amended. The Amendment became effective upon the filing of the Amendment with the Secretary of State of the Commonwealth of Pennsylvania on April 24, 2008. The Amendment amends the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the Company’s authorized common shares from 10,000,000 to 20,000,000. A copy of the Amendment is included in Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A more detailed description of the Amendment can be found in the Company’s Definitive Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 24, 2008.

Item 7.01.   Regulation FD Disclosure

The following information is being provided pursuant to Item 7.01. Such information, including Exhibit 99.1 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.

Item 9.01.   Financial Statements and Exhibits

(d)    Exhibits

  3.1 IntriCon Corporation’s Amended and Restated Articles of Incorporation, as amended.

99.1 Press Release dated April 24, 2008.

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
Date:   April 25, 2008	By:	/s/   Scott Longval
		Scott Longval Chief Financial Officer

EXHIBIT INDEX

3.1	IntriCon Corporation’s Amended and Restated Articles of Incorporation, as amended.
99.1	Press Release dated April 24, 2008.

EX-3.1

Exhibit 3.1

AMENDMENT AND RESTATEMENT OF

ARTICLES OF INCORPORATION

OF

SELAS CORPORATION OF AMERICA

(A Pennsylvania Business Corporation)

RESOLVED, that the Articles of Incorporation of Selas Corporation of America be amended and restated in their entirety to read as follows:

FIRST. The name of the Corporation is SELAS CORPORATION OF AMERICA.

SECOND. The location and post office address of its registered office in the Commonwealth of Pennsylvania is Dreshertown Road and Limekiln Pike, Dresher, Montgomery Co., Pa.

THIRD. The purposes of the Corporation are to design, develop, test, patent, manufacture, buy, sell, trade, and deal in articles of all kinds which are made in whole or in part of metal or other material, including, without limiting the generality of the foregoing, appliances for the filtration or separation of fluids, appliances for the manufacture, utilization, or combustion of gas or other fuels, arms ammunition, implements of war, and parts of all of the foregoing, and to furnish engineering advice in connection with such articles and with plants and enterprises which do or might use the same. The Corporation shall also have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Pennsylvania Business Corporation Law.

FOURTH. The term for which it is to exist is perpetual.

FIFTH. The aggregate number of shares that the Corporation shall have the authority to issue is 6,000,000 shares, divided into two classes, one class consisting of 1,000,000 Preferred Shares, each of which shall have the par value of $1, and the other class consisting of 5,000,000 Common Shares, each of which shall have the par value of $1.

The designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class, except such thereof as the Board of Directors of the Corporation (the “Board of Directors”) is authorized to fix by resolution or resolutions, as hereinafter provided, is as follows:

I. PREFERRED SHARES

1. General. The Board of Directors shall have authority to the fullest extent now or hereafter permitted by the laws of the Commonwealth of Pennsylvania, by resolution or resolutions, to divide any or all of the Preferred Shares into, and to authorize the issue of, one or more series. All shares of any one series of Preferred Shares shall be identical except, if entitled to cumulative dividends, as to the date or dates from which dividends thereon shall be cumulative. All shares of all series of Preferred Shares shall be identical and rank equally except to the extent that the Board of Directors, pursuant to the authority granted herein, shall otherwise provide in the resolution or resolutions authorizing the series.

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With respect to each series of Preferred Shares the Board of Directors shall have authority by resolution to establish and, prior to the issue thereof, to fix and determine:

(a) a distinguishing designation for such series and the number of shares comprising such series, which number may (except as otherwise provided by the Board of Directors in creating such series) be increased or decreased from time to time (but not below the number of shares then outstanding) by action of the Board of Directors;

(b) the rate and times at which and the other conditions on which dividends on the shares may be declared and paid or set aside for payment; whether the shares shall be entitled to any participating or other dividends in addition to dividends at the rate so determined and, if so, on what terms; and whether dividends shall be cumulative and, if so, from what date or dates and on what terms;

(c) whether the shares shall have voting rights in addition to such voting rights, if any, as may from time to time be provided by law and, if so, the terms and conditions thereof;

(d) whether the shares shall be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities and, if so, the terms and conditions of such conversion or exchange, including the conversion or exchange price or prices or rate or rates, provisions for any adjustment of the conversion or exchange prices or rates, and whether the shares shall be convertible or exchangeable at the option of the holder or the Corporation, or both, or upon the happening of a specified event or events;

(e) whether the shares shall be redeemable and, if so, the terms and conditions, if any, upon which they may be redeemed, including the date or dates or event or events upon or after which they shall be redeemable, the cash, property or rights (including securities of the Corporation or of an entity or entities other than the Corporation) for which they may be redeemed, whether they shall be redeemable at the option of the holder or the Corporation, or both, or upon the happening of a specified event or events and the amount or rate of cash, property or rights (including securities of the Corporation or of an entity or entities other than the Corporation) per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, including provisions for any adjustment of the redemption prices or rates;

(f) whether the shares shall be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

(g) the rights of the holders of the shares in the event of voluntary or involuntary liquidation, dissolution, winding up or distribution of the assets of the Corporation;

(h) whether the shares shall have priority over or parity with or be junior to the shares of any other series or class in any respect or shall be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or parity with the shares of such series in any respect, or restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class ranking junior to the shares of the series as to dividends or distributions or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction;

(i) subject to the provisions of the next succeeding paragraph, any other preferences, qualifications, limitations, restrictions and relative or special rights or such series.

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In the resolution or resolutions authorizing a new series of Preferred Shares the Board of Directors may provide for such additional rights, and with respect to rights as to dividends, redemption and liquidation, such relative preferences between shares of different series, as are consistent with the rights of all outstanding shares of previously established series, and with all provisions of this Article FIFTH, but in the resolution or resolutions authorizing a new series of Preferred Shares the Board of Directors may provide that such series shall have a preference over outstanding Preferred Shares of any previously created series with respect to rights as to dividends, redemption and liquidation only to the extent that the resolution or resolutions of the Board of Directors authorizing such previously created series expressly so permits.

2. Dividends. The holders of shares of each series of Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors, dividends at such rate, if any, as shall have been fixed by the Board of Directors in the resolution or resolutions authorizing the series, and no more except as shall have been provided in such resolution or resolutions. Dividends shall be declared and paid, or set apart for payment, to the most recent payment date on each series of Preferred Shares on which dividends shall have been determined by the Board of Directors to be cumulative, at the rates fixed by the Board of Directors for the respective series, before any dividend shall be declared and paid or set apart for payment on any series or class ranking junior as to dividends to the shares of such series (other than dividends payable in junior shares) and before any payment shall be made or set apart directly or indirectly as a distribution on, or to redeem, purchase or otherwise acquire any such junior shares. Dividends shall be declared and paid, or set apart for payment, on shares of each series of Preferred Shares before any dividend shall be declared and paid or set apart for payment with respect to the comparable dividend period on any series or class ranking junior as to dividends to the shares of such series (other than dividends payable in junior shares). Except to the extent that the resolution or resolutions of the Board of Directors authorizing the particular series shall otherwise provide, in case the stated dividends are not paid in full on all series of Preferred Shares ranking equally as to dividends, all shares of all such series shall participate ratably in the payment of all dividends, including accumulated and unpaid dividends, in accordance with the sums that would be payable thereon if all dividends thereon were declared and paid in full. Accrued but undeclared or unpaid dividends on any Preferred Shares shall not bear interest. The provisions of this paragraph shall not prevent the payment of any dividend within sixty days after the declaration thereof if such declaration, when made, complied with the provisions hereof.

3. Preference on Liquidation. In the event of the voluntary or involuntary liquidation or dissolution of the Corporation, holders of each series of Preferred Shares shall be entitled to receive the amount, if any, fixed for such series plus, in the case of any series on which dividends shall have been determined by the Board of Directors to be cumulative, except to the extent that the resolution or resolutions authorizing the series shall otherwise provide, an amount equal to all dividends accumulated and unpaid thereon to the date of final distribution whether or not earned or declared. If the assets of the Corporation are insufficient to pay such amounts in full, holders of each series of Preferred Shares shall be paid the full amount due to them before any amount shall be paid on any series class ranking junior as to liquidation preference to the shares of such series. Except to the extent that the resolution or resolutions of the Board of Directors authorizing the particular series shall otherwise provide, in case amount payable upon liquidation of all series of Preferred Shares ranking equally as to liquidation preference are not paid in full, all shares of such series shall participate ratably in any distribution of assets in accordance with the sums that would be payable on such distribution if all sums payable thereon to holders of all shares of such series were paid in full. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, shall be deemed a liquidation of the Corporation within the meaning of this paragraph.

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4. Voting Rights. Except as otherwise required by law or as otherwise provided in the resolution or resolutions of the Board of Directors authorizing a particular series of Preferred Shares, (1) holders of Preferred Shares shall have no voting rights and shall not be entitled to any notice of any meeting of shareholders, and (2) whenever the holders of Preferred Shares have voting rights, they and the holders of Common Shares shall vote together as one class.

II. COMMON SHARES

1. Voting Rights. Except as expressly provided by law, or as otherwise provided in Part I above or by resolution of the Board of Directors pursuant to the authority granted under Part I above, all voting rights shall be vested in the holders of the Common Shares. At each meeting of shareholders of the Corporation, each holder of Common Shares shall be entitled to one vote for each such share on each matter to come before the meeting, except as otherwise provided herein or by law.

2. Dividends. Holders of Common Shares shall be entitled to receive such dividends as may be declared by the Board of Directors, except that the Corporation shall not declare, pay or set apart for payment any dividend on Common Shares (other than dividends payable in Common Shares), or directly or indirectly make any distribution on, redeem, purchase or otherwise acquire any such shares, until all accumulated and unpaid dividends upon all Preferred Shares for all previous dividend periods shall have been paid and full dividends on all Preferred Shares entitled to dividends for the then current dividend period shall have been declared and a sum sufficient for the payment thereof set apart therefor, and until any and all amounts then or theretofore required to be paid or set aside for any sinking fund obligation or obligation of a similar nature in respect of any series of Preferred Shares has been paid or set aside. The provisions of this paragraph shall not prevent the payment of any dividend within sixty days after the declaration thereof if such declaration, when made, complied with the provisions hereof.

3. Distribution of Assets. In the event of the voluntary or involuntary liquidation or dissolution of the Corporation, holders of Common Shares shall be entitled to receive pro rata all of the remaining assets of the Corporation available for distribution to its shareholders after all amounts to which the holders of Preferred Shares are entitled have been paid or set aside for payment.

III. INCREASE IN NUMBER OF SHARES

Except to the extent that the resolution or resolutions of the Board of Directors authorizing a particular series of Preferred Shares shall otherwise provide, the number of authorized shares of any class or classes of shares of the Corporation may be increased solely by the affirmative vote of shareholders entitled to cast at least a majority of the votes which all voting shareholders are entitled to cast thereon.

SIXTH. The Corporation may issue shares, option rights, and securities having conversion or option rights without first offering them to shareholders of any class.

SEVENTH. In the election of directors shareholders shall not have cumulative voting rights.

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Microfilm Number	91231685	Filed with the Department of State on APR  25  1991
Entity Number	323408
		Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSCB:15-1915 (Rev 89)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is: Selas Corporation of America

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)	Dreshertown Road and Limekiln Pike,	Dresher,	Pennsylvania	19025	Montgomery
	Number and Street	City	State	Zip	County

(b)
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Corporation Law of 1874

4. The original date of its incorporation is: June 24, 1930

5. (Check, and if appropriate complete, one of the following):

X The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

The amendment shall be effective on:

6. (Check one of the following):

X The amendment was adopted by the shareholders pursuant to 15 Pa.C.S. § 1914(a) and (b).

The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

X The amendment adopted by the corporation, set forth in full, is as follows:

RESOLVED, that the first paragraph of Article FIFTH of the Amended and Restated Articles of Incorporation of the Corporation be amended and restated to read in its entirety as follows:

FIFTH. The aggregate number of shares that the Corporation shall have the authority to issue is 11,000,000 shares, divided into two classes, one class consisting of 1,000,000 Preferred Shares, each of which shall have the par value of $1, and the other class consisting of 10,000,000 Common Shares, each of which shall have the par value of $1.

The amendment adopted by the corporation is set forth in full in Exhibit A, attached hereto and made a part hereof.

DSCB:15-1915 (Rev 89)-2

8. (Check if the amendment restates the Articles):

The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 23^rd day of April, 1991.

Selas Corporation of America
Name of Corporation
BY:	/s/ Stephen Ryan
TITLE:	President

6

Microfilm Number	2005030-514	Filed with the Department of State on APR – 1 2005
Entity Number	323408	Pedro A. Cortés
		Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is: Selas Corporation of America

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	Dreshertown Road and Limekiln Pike,	Dresher,	Pennsylvania	19025	Montgomery
	Number and Street	City	State	Zip	County

(b)  c/o:
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Business Corporation Law of 1988, as amended

4. The date of its incorporation is: April 10, 1944

5. (Check, and if appropriate complete, one of the following):

X The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

The amendment shall be effective on:		at
	Date		Hour

6. (Check one of the following):

The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

X The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

X The amendment adopted by the corporation, set forth in full, is as follows:

Article First and Second of the Articles of Incorporation shall be amended in their entirety to read as follows:

“1. The name of the corporation is: IntriCon Corporation

2. The name of the corporation’s commercial registered office provider and county of venue is:

c/o Esquire Assist, Ltd. Dauphin County”

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

7

DSCB:15-1915 (Rev 90)-2

8. (Check if the amendment restates the Articles):

The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 31^st day of March, 2005.

Selas Corporation of America
Name of Corporation
BY:	/s/ Mark S. Gorder
	Mark S. Gorder
TITLE:	Chief Executive Officer

8

Microfilm Number		Filed with the Department of State on SEPT 5, 2007
Entity Number	323408
		Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is: IntriCon Corporation

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)  c/o:	Esquire Assist, Ltd.	Dauphin
	Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Business Corporation Law of 1988, as amended

4. The date of its incorporation is: April 10, 1944

5. (Check, and if appropriate complete, one of the following):

X The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

The amendment shall be effective on:		at
	Date		Hour

6. (Check one of the following):

The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

X The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

X The amendment adopted by the corporation, set forth in full, is as follows:

The Articles of Incorporation of the Corporation are hereby amended to add an Article Eighth as follows:

“Eighth. Certificated and Uncertificated Shares. Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates under Section 1528(c) and (d) of the Pennsylvania Business Corporation Law of 1988, as amended (or any successor statute). Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.”

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

9

DSCB:15-1915 (Rev 90)-2

8. (Check if the amendment restates the Articles):

The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 5^th day of September, 2007.

IntriCon Corporation
Name of Corporation
BY:	/s/ Mark S. Gorder
	Mark S. Gorder
TITLE:	President and Chief Executive Officer

10

Microfilm Number		Filed with the Department of State on APRIL 24, 2008
Entity Number	323408
		Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is: IntriCon Corporation

2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)	c/o:	Esquire Assist, Ltd.	Dauphin
		Name of Commercial Registered Office Provider	County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Business Corporation Law of 1988, as amended

4. The date of its incorporation is: April 10, 1944

5. (Check, and if appropriate complete, one of the following):

X The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

The amendment shall be effective on:		at
	Date		Hour

6. (Check one of the following):

X The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

X The amendment adopted by the corporation, set forth in full, is as follows:

The first paragraph of Article FIFTH of the Amended and Restated Articles of Incorporation, as amended, of the Corporation be amended and restated to read in its entirety as follows:

“FIFTH. The aggregate number of shares that the Corporation shall have the authority to issue is 21,000,000 shares, divided into two classes, one class consisting of 1,000,000 Preferred Shares, each of which shall have the par value of $1.00, and the other class consisting of 20,000,000 Common Shares, each of which shall have the par value of $1.00.”

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles):

The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 24^th day of April, 2008.

IntriCon Corporation
Name of Corporation
BY:	/s/ Scott Longval
	Scott Longval
TITLE:	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

INTRICON REPORTS 2008 FIRST-QUARTER RESULTS

Focus on Enhancing Mobility and Effectiveness of Body-Worn Devices

Fuels Sales Gain

ST. PAUL, Minn. — April 24, 2008 — IntriCon Corporation (NASDAQ: IIN), a designer, developer, manufacturer and distributor of body-worn medical and electronics devices, today announced financial results for its 2008 first quarter ended March 31, 2008.

For the first quarter, the company reported net sales of $16.6 million, a 14 percent increase from net sales of $14.6 million for the 2007 first quarter. Due chiefly to higher sales and gross margins, IntriCon delivered first-quarter net income of $150,000, or $0.03 per diluted share, up from net income of $28,000, or $0.01 per diluted share, for the year-ago period. Included in the 2008 first-quarter results are net sales of $1.6 million from the May 2007 acquisition of Tibbetts Industries.

“Strong gains in professional audio and medical fueled our double-digit first-quarter sales growth, as well as our significant bottom-line gain,” said Mark S. Gorder, president and chief executive officer of IntriCon. “Our focus on enhancing the mobility and effectiveness of body-worn devices drove this increase, particularly in professional audio. We’re very pleased with the great start to 2008, especially given that our first quarter historically has been our slowest.

“Across our core markets, we’re continuing to leverage our proprietary technology to meet the demand for smaller, more advanced devices. And by incorporating low-power wireless capabilities on a body-worn platform, we believe we’re positioned to gain market share and further grow our business.”

Business Update

For the first quarter,net sales for IntriCon’s core businesses increased 19 percent over the prior year. Net sales for the company’s non-core electronics business decreased 15 percent from the year-earlier period. Company wide, gross margins rose to 23 percent for the first quarter from 22 percent a year ago. Total operating income was up 89 percent from the year-ago three-month period.

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IntriCon Corporation 2008 First-Quarter Results

April 24, 2008

Page 2

Said Gorder, “Over the past two years, we’ve made significant and tangible strides that position us for success as the body-worn device company. Through an acquisition, strategic partnerships and IntriCon-driven research and development, we believe we’ve created the opportunity to develop new miniature, wireless, ultra low-power devices—and that will be a key initiative for us going forward.”

According to Gorder, IntriCon’s recently launched ultra-low power (ULP) Bodynet™ technology offers customers wireless connectivity for the entire body. The company’s nanoDSP™ (digital signal processing) technology provides ULP DSP-based products that can be customized for a range of applications. Management believes both Bodynet and nanoDSP hold significant potential for both the hearing health and professional audio markets, and when combined with IntriCon’s new bio-telemetry expertise—gained through a recent strategic alliance with Advanced Medical Electronics Corp. (AME)—can be leveraged across the company’s medical business.

Said Gorder, “Increasingly, the medical industry is looking for wireless, low-power capabilities in their devices. We firmly believe that our exclusive access to AME’s technology will allow us to develop new bio-telemetry devices that better connect patients and caregivers, providing critical information and feedback.”

IntriCon continues its emphasis on investing in R&D—to develop new products and technology, and further enhance its current product portfolio.

Concluded Gorder, “We are committed to connecting people and devices through our proprietary body-worn technology. To that end, our goals for the year remain constant. They are to: gain additional traction and market share in hearing health; further advance our professional audio product offering; develop new bio-telemetry medical applications; and continue to deliver low double-digit sales growth and improving gross margins.”

About IntriCon Corporation

Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature body-worn medical and electronics products. The company is focused on three key markets: medical, hearing health, and professional audio and communications. IntriCon has facilities in the United States, Asia and Europe. The company’s common stock trades under the symbol “IIN” on the NASDAQ Stock Market. For more information about IntriCon, visit www.intricon.com.

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IntriCon Corporation 2008 First-Quarter Results

April 24, 2008

Page 3

Forward-Looking Statements

Statements made in this release and in IntriCon’s other public filings and releases that are not historical facts or that include forward-looking terminology such as “may”, “will”, “believe”, “expect”, “should”, “optimistic” or “continue” or the negative thereof or other variations thereon are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934 as amended. These forward-looking statements include, without limitation, statements concerning the benefits of AME’s technology, prospects in the miniature body-worn device arena, future growth and expansion, future financial condition and performance, prospects and the positioning of IntriCon to compete in chosen markets. These forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that are beyond IntriCon’s control, and may cause IntriCon’s actual results, performance or achievements to differ materially from the results, performance and achievements expressed or implied in the forward-looking statements. These risks, uncertainties and factors include, without limitation, risks related to the Tibbetts acquisition, including unanticipated liabilities and expenses, the risk that IntriCon may not be able to achieve its long-term strategy, weakening demand for products of the company due to general economic conditions, possible non-performance of developing technological products, the volume and timing of orders received by the company, changes in the mix of products sold, competitive pricing pressures, availability of electronic components for the company’s products, ability to create and market products in a timely manner, competition by competitors with more resources than the company, foreign currency risks arising from the company’s foreign operations and other risks detailed from time to time in the company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2007. The company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.

Contacts
At IntriCon:	At Padilla Speer Beardsley:
Scott Longval, CFO	Matt Sullivan/Marian Briggs
651-604-9526	612-455-1700
slongval@intricon.com	msullivan@psbpr.com / mbriggs@psbpr.com

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IntriCon Corporation 2008 First-Quarter Results

April 24, 2008

Page 4

IntriCon Corporation

Consolidated Condensed Statements of Operations

(Unaudited)

	Three Months Ended
	March 31, 2008			March 31, 2007
Sales, net	$	16,591,380		$	14,579,267
Costs of sales		12,746,689			11,368,010
Gross profit		3,844,691			3,211,257
Operating expenses:
Selling expense		996,226			842,766
General and administrative expense (a)		1,652,379			1,420,264
Research and development expense		787,773			732,681
Total operating expenses		3,436,378			2,995,711
Operating income		408,313			215,546
Interest expense		(195,625	)		(153,277	)
Interest income		7,260			38,736
Equity in earnings of partnerships		22,156			(20,000	)
Other expense, net		(5,458	)		(25,737	)
Income before income taxes		236,646			55,268
Income tax expense		86,830			27,760
Net income	$	149,816		$	27,508
Earnings per share:
Basic and diluted	$	.03		$	.01
Average shares outstanding:
Basic		5,303,083			5,196,903
Diluted		5,589,894			5,358,986

(a) General and administrative expense includes $128,351 and $73,073 of non-cash stock option expense related to FAS 123(R) for the three-month period ended March 31, 2008 and 2007, respectively.

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IntriCon Corporation 2008 First-Quarter Results

April 24, 2008

Page 5

IntriCon Corporation

Consolidated Condensed Balance Sheets

(Unaudited)

	March 31, 2008		December 31, 2007
	(unaudited)
Assets
Current assets
Cash	$	1,511,202	$	1,651,145
Restricted cash		75,463		72,231
Accounts receivable, less allowance for doubtful accounts of $255,000 at 2008 and $259,000 at 2007		9,634,764		8,408,149
Inventories		9,661,228		9,835,060
Refundable income taxes		37,945		28,297
Note receivable from sale of discontinued operations, less allowance of $225,000 at 2008 and 2007		—		75,000
Other current assets		728,874		775,206
Total current assets		21,649,476		20,845,088
Property, plant and equipment
Machinery and equipment		37,410,216		36,959,184
Less: accumulated depreciation		29,077,884		28,500,318
Net property, plant and equipment		8,332,332		8,458,866
Goodwill		8,266,438		8,238,020
Investment in partnerships		1,612,582		1,590,426
Other assets, net		1,499,601		1,543,127
	$	41,360,429	$	40,675,527

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IntriCon Corporation 2008 First-Quarter Results

April 24, 2008

Page 6

IntriCon Corporation

Consolidated Condensed Balance Sheets

(Unaudited)

	March 31, 2008			December 31, 2007
	(unaudited)
Liabilities and Shareholders’ Equity
Current liabilities
Checks written in excess of cash	$	813,366		$	1,209,642
Current maturities of long-term debt		1,362,591			1,476,665
Accounts payable		3,933,011			3,965,914
Income taxes payable		73,021			74,549
Deferred gain on building sale		110,084			110,084
Short term partnership payable		260,000			260,000
Other accrued liabilities		3,343,710			4,382,755
Total current liabilities		9,895,783			11,479,609
Long term debt, less current maturities		8,918,464			6,963,410
Other post-retirement benefit obligations		776,181			816,532
Long term partnership payable		1,020,000			1,020,000
Note payable, net of current portion (Amecon)		259,360			259,360
Deferred income taxes		92,273			89,273
Accrued pension liability		650,031			624,517
Deferred gain on building sale		798,110			825,631
Total non-current liabilities		12,514,419			10,598,723
Total liabilities		22,410,202			22,078,332
Commitments and contingencies
Shareholders’ equity
Common shares, $1 par; 10,000,000 shares authorized; 5,825,308 and 5,813,491 shares issued; 5,309,554 and 5,297,737 outstanding		5,825,308			5,813,491
Additional paid-in capital		13,609,571			13,391,449
Retained earnings		1,027,549			877,733
Accumulated other comprehensive loss		(247,123	)		(220,400	)
Less: 515,754 common shares held in treasury, at cost		(1,265,078	)		(1,265,078	)
Total shareholders’ equity		18,950,227			18,597,195
	$	41,360,429		$	40,675,527

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