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<SEC-DOCUMENT>0000000000-06-022217.txt : 20061006
<SEC-HEADER>0000000000-06-022217.hdr.sgml : 20061006
<ACCEPTANCE-DATETIME>20060510153221
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-022217
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060510

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERLINK ELECTRONICS INC
		CENTRAL INDEX KEY:			0000828146
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				770056625
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		546 FLYNN RD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012
		BUSINESS PHONE:		8054848855

	MAIL ADDRESS:	
		STREET 1:		546 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLINK ELECTRONICS
		DATE OF NAME CHANGE:	19940525
PUBLIC REFERENCE ACCESSION NUMBER:		0001170918-06-000390
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>






Mail Stop 4561

								May 10, 2006

E. Michael Thoben, III
Chairman, Chief Executive Officer and President
Interlink Electronics, Inc.
546 Glynn Road
Camarillo, CA  93012

Re:	Interlink Electronics, Inc.
  	Preliminary Schedule 14A
      Filed on April 28, 2006
	File No. 0-21858

Dear Mr. Thoben:

      We have limited review of the above-referenced filing to the
matters identified below and have the following comments.  If you
disagree, we will consider your explanation as to why our comments
are 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 supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Proposal 2:  Reverse Stock Split
1. We note that because you do not intend to reduce the number of
authorized shares the reverse split will have the effect of
increasing the number of authorized and unissued shares.  In this
regard, please include a table identifying (a) the number of
shares
issued and outstanding; (b) the number of shares authorized and
reserved; and (c) the number shares authorized and unreserved
before
and after the reverse split based on at least the lowest and
highest
proposed ratios of two and five to one.
2. We note from your disclosure in the Form 10-KSB for the period
ended December 31, 2004 that there were approximately 1,500
shareholders of record of your common stock as of March 15, 2005.
Please tell us as of the most recent date the number of
shareholders
of record of your common stock you currently have.  Clarify
whether
or not shareholders could be eliminated as a result of the reverse
split.  If shareholders are eliminated, what is the minimum number
of
record shareholders that you expect to have following the reverse
split?
3. Regarding your references to relisting on the Nasdaq NMS,
please
ensure that you have provided a balanced discussion by identifying
all of the criteria that the company presently does not satisfy.
What criteria must be satisfied or what changes must be made to
satisfy each of the listing standards that you do not meet
currently?
For example, we note that you have not yet filed the required Form
10-K for the year ended December 31, 2005.
4. We call your attention to Rule 10b-17, which you should consult
in
connection with the process of implementing any stock split.  The
rule sets out procedural and substantive requirements concerning
providing notice of the reverse split to the NASD.

	In view of our limited review, all persons who are by statute
responsible for the adequacy and accuracy of the filing are urged
to
be certain that all information required pursuant to the
Securities
Act of 1933 has been included.

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

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Please direct any questions you may have to Maryse Mills-
Apenteng at 202-551-3457 or, in her absence, to Anne Nguyen at
202-
551-3611.  If you need further assistance, please contact the
undersigned at 202-551-3730.

								Sincerely,



								Barbara C. Jacobs
								Assistant Director






E. Michael Thoben, III
Interlink Electronics, Inc.
May 10, 2006
Page 3


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</DOCUMENT>
</SEC-DOCUMENT>
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