SecProbe.io

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Mail Stop 6010

      August 8, 2005

By U.S. Mail and Facsimile to (651) 636-8944

Mr. William J. Kullback
Chief Financial Officer and Treasurer
Intricon Corporation
1260 Red Fox Road
Arden Hills, Minnesota 55112

	RE: 	Intricon Corporation
		Form 10-K for the Fiscal Year Ended December 31, 2004
		File No. 001-05005

Dear Mr. Kullback:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 9A - Controls and Procedures, page 19

1. We note your statement that "a control system, no matter how
well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met."
Please
revise future filings to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, please remove the reference
to
the level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

2. Tell us and revise this section in future filings to describe
the
specific actions that you have taken to correct the internal
control
deficiencies previously noted.   You reference correction of
accounting for research and development expenses and the
implementation new policies and procedures, but you do not tell
investors what specific actions have been taken to remediate these
deficiencies.

Exhibit 13 - Financial Statements

Consolidated Statements of Operations, page 20

3. We note that during fiscal 2004 you recorded a $3.1 million
gain
related to the disposal of the headquarters for your discontinued
Heat Technology business as operating income.  We also note the
asset
was classified as held for sale in your balance sheet prior to it
being sold.  Please tell us why this gain is properly presented
within operating income and not within discontinued operations.
We
may have further comments after reviewing your response.

Note 1 - Summary of Significant Accounting Policies, page 25

Revenue Recognition, page 25

4. We note you "recognize revenue when products are shipped and
the
customers take ownership..." Describe to us and disclose in future
filings the basis for revenue recognition at the time of shipment
of
products, including the shipping terms and whether there are any
post
shipment obligations, customer acceptance issues, warranty
obligations or rights of return.

Note 4 - Acquisition, page 37

5. We note that you reacquired Selas Waermetechnik GmbH in the
third
quarter of 2004.   We also note you sold the subsidiary during the
first quarter of 2005 as part of your Burners and Components
business
and have classified the segment as a discontinued operation in
your
financial statements.  Please tell us how your accounting and
presentation for the sale and reacquisition of Selas Waermetechnik
GmbH complies with generally accepted accounting principles,
including SFAS 141 and 144.  Please also provide us with the
following information in regards to this transaction:

* Tell us if this subsidiary`s assets and liabilities were
included
in your consolidated balance sheet prior to your reacquisition,
and
if so tell us the carrying value of such assets and liabilities;
* Tell us at what dates you performed your impairment analysis of
the
Selas assets and provide us with calculations for any impairment
charges you recorded.  Also tell us if these impairment charges
represented a full or partial write off of the Selas assets;
* Please tell us if you previously transferred these assets and
liabilities to the French insolvency court and how such transfer
was
recorded.  Also tell us how you accounted for your option to
reacquire this subsidiary;
* Tell us the types of assets and liabilities you acquired and
your
basis for determining their fair values;
* Please cite any authoritative literature upon which you are
relying
to support your accounting and disclosures.

We may have further comments after reviewing your response.

Note 16 - Contingencies and Commitments, page 48

6. We note that you are the defendant in 123 asbestos related
lawsuits at December 31, 2004.  Please tell us and revise future
filings to disclose the following concerning these contingencies:

* The total damages alleged at each balance sheet date;
* The total claims pending, filed, dismissed and settled at each
balance sheet date;
* The average costs per settled claim.

For reference see SAB Topic 5:Y, and paragraphs 9 and 10 of SFAS
5.
Also, confirm, if true, that your SFAS 5 accrual assessments are
done
on a gross basis (before consideration of expected insurance
proceeds, if any).  If not the case, tell us how you have complied
with the guidance at SFAS 5.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all of the
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554.

      								Sincerely,

								Jay Webb
								Reviewing Accountant
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Mr. William J. Kullback
Intricon Corporation
August 8, 2005
Page 5

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