Explanatory Note:

          On October 28, 2009, IntriCon Corporation (the “Company”) announced earnings for the quarter and nine months ended September 30, 2009 and filed a Current Report on Form 8-K (the “Prior Form 8-K”) which included a copy of the earnings press release.

          This Amendment No. 1 (this “Amendment”) amends the Prior Form 8-K to correct inadvertent errors contained in the reconciliation of GAAP basis net loss to pro-forma net income which appeared in the table on page 2 of the press release. Specifically, Stock-based compensation and Pro-forma net income (loss) under the column “Q1 FY09” have been corrected to read “137” and “(236)”, respectively. In addition, Stock-based compensation and Pro-forma net income (loss) under the column “YTD” has been corrected to read “418” and “476”, respectively, and the second sentence below the table has been corrected to read as follows:

          “For the nine months ended September 30, 2009, IntriCon posted pro-forma net income of $476,000.”

          A copy of the corrected press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

          The following information (which is unchanged from the Prior Form 8-K) 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 (the “Exchange Act”).

          For purposes of Securities and Exchange Commission Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”) in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to Generally Accepted Accounting Principles in the United States of America.

          In addition to disclosing financial measures prepared in accordance with GAAP, the press release and the accompanying tables contain a non-GAAP financial measure which the Company refers to as “pro-forma net income (loss).” The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. A reconciliation of net income (loss), the most directly comparable GAAP financial measure, to pro-forma net income (loss) is contained in the press release.

          Pro-forma net income (loss). The Company defines pro-forma income (loss) as GAAP net loss plus stock-based compensation expense, depreciation and amortization, non-recurring acquisition costs and non-recurring bank financing charges. The Company’s management believes that this non-GAAP financial measure provides meaningful supplemental information regarding the Company’s performance by excluding the items mentioned above. The Company assesses operating performance with these amounts included, but also excludes these amounts when considering performance on a non-GAAP basis. The Company’s rationale for such exclusions is as follows:

          Stock-based compensation. The Company excludes non-cash stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use. Stock-based compensation expense is a recurring expense for the Company and is expected