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May 15, 2006


VIA EDGAR AND OVERNIGHT COURIER

Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
Mail Stop 4561
Washington, D.C.  20549

RE:      INTERLINK ELECTRONICS, INC.
         PRELIMINARY SCHEDULE 14A
         FILED ON APRIL 28, 2006
         FILE NO. 0-21858

Dear Ms. Jacobs:

We are counsel to Interlink  Electronics,  Inc. (the "Company").  This letter is
the  response  of the Company to the  Staff's  comments to the  above-referenced
Preliminary Schedule 14A filing (the "Filing"). The Company has included each of
the  Staff's  comments  from  its  comment  letter  dated  May 10,  2006 and the
Company's responses below.

         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.

         We have added the requested disclosure. Please refer to pages 13 and 14
of the amended  Filing (the  "Amended  Filing").  For your  convenience,  we are
sending by  overnight  courier  marked  copies of the Amended  Filing,  compared
against the initial Filing.


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Barbara C. Jacobs
Securities and Exchange Commission
May 15, 2006
Page 2


         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?

         We have added the requested disclosure.  Please refer to page 12 of the
Amended Filing.

         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 HE 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.

         We have added the requested disclosure. Please refer to pages 10 and 11
of the Amended Filing.

         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.

         This comment is duly noted.  If the reverse split  proposal  passes and
the  Company's  Board of  Directors  subsequently  elects to implement a reverse
split  pursuant to the  authority  granted to it, the Company  will  provide the
notice to the NASD required by Rule 10b-17.

The Company acknowledges that:

         o        the Company is responsible  for the adequacy and disclosure in
                  the filing;

         o        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


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Barbara C. Jacobs
Securities and Exchange Commission
May 15, 2006
Page 3


         o        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.

The Company  understands you may have additional comments based on the foregoing
responses.  Please  address any  questions  or comments  you may have about this
letter, the Filing or the Amended Filing to me at (503) 294-9233.

Very truly yours,

/s/ John J. Halle
-------------------
John J. Halle

Enclosure
cc:      Maryse Mills-Apenteng
         Anne Nguyen
         E. Michael Thoben, III
         Charles C. Best

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