SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      October 7, 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
      Form 10-Q for the Quarterly Period Ended June 30, 2005
		File No. 001-05005

Dear Mr. Kullback,

      We have reviewed your response letter dated August 22, 2005
and
have the following additional comments.  We have limited our
review
to only your financial statements and related disclosures and do
not
intend to expand our review to other portions of your documents.
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 response to prior comment 1, which indicates that
"the Company`s disclosure controls and procedures were effective
to
provide a reasonable level of assurance that information required
to
be disclosed by the Company in the reports the Company files or
submits under the Exchange Act is recorded, processed, summarized
and
reported within the specified time periods in the Securities and
Exchange Commission`s rules and forms."  Please revise future
filings
to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).

Note 4 - Acquisition, page 37

2. We note your response to prior comment 5.  Please address the
following additional information:
* Provide us with a schedule that details the specific assets and
liabilities you acquired and fair value for each (please also
specifically indicate how the indicated fair values were
determined),
* Tell us the amount of the gain or loss you recognized in 2005
related to the SWT sale, and
* Tell us the carrying value of the Selas name and technology
prior
to your 2003 write-off.

We may have further comments after reviewing your response.

Form 10-Q for the quarterly period ended June 30, 2005

Note 4 - Discontinued Operations, page 9

3. We see that you recorded a purchase price adjustment of
$352,000
related to the heat technology segment sale.  Please tell us and
revise future filings to describe the nature of this adjustment
and
explain how the adjustment was determined.

	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.

      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
??

??

??

??

Mr. William Kullback
Intricon Corporation
October 7, 2005
Page 3

</TEXT>
</DOCUMENT>