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<SEC-DOCUMENT>0001170918-07-000140.txt : 20070430
<SEC-HEADER>0001170918-07-000140.hdr.sgml : 20070430
<ACCEPTANCE-DATETIME>20070227190726
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001170918-07-000140
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070227

FILER:

	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:		CORRESP

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                        [LETTERHEAD OF STOEL RIVES LLP]

                                                                  Mary Jo Miller
                                                           Direct (503) 294-9636
                                                              mnmiller@stoel.com

February 27, 2007


BY EDGAR & FACSIMILE (202) 772-9208

Patrick Gilmore
Division of Corporation Finance
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE:      COMMENT LETTER DATED JANUARY 30, 2007
                 INTERLINK ELECTRONICS, INC.
                 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                 FORM 8-K FILED DECEMBER 22, 2006
                 FILE NO. 000-21858

Dear Mr. Gilmore:

We are counsel to  Interlink  Electronics,  Inc.  (the  "Company").  This letter
constitutes  the response of the Company to the Staff's  comments  dated January
30, 2007, to the Company's  Form 10-K filing for the fiscal year ended  December
31, 2005, as well as to comments to the Company's Form 8-K filed on December 22,
2006.  The Company has included  each of the Staff's  comments and the Company's
responses below.

QUESTION - 1

WE NOTE  THAT  MANAGEMENT  AND  YOUR  INDEPENDENT  AUDITORS  CONCLUDED  THAT THE
COMPANY'S SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING WAS INEFFECTIVE AS
OF DECEMBER 31, 2005 DUE TO THE IDENTIFICATION OF MATERIAL WEAKNESSES RELATED TO
(A) CLOSING AND FINANCIAL REPORTING PROCEDURES,  (B) INVENTORY  MANAGEMENT,  (C)
MEASUREMENT  OF  STOCK-BASED   COMPENSATION   AND  (D)  THE  FINANCIAL   CONTROL
ENVIRONMENT AS A WHOLE. YOUR DISCLOSURE IN THE COMPANY'S 10-K AS WELL AS IN YOUR
SUBSEQUENT FORMS 10-Q INDICATE THAT YOUR ARE DEVELOPING AND IMPLEMENTING REVISED
CONTROL  PROCEDURES  IN EACH OF THESE  AREAS,  WHICH  MANAGEMENT  BELIEVES  WILL
REMEDIATE THESE MATERIAL WEAKNESSES. TO THE EXTENT THAT THE COMPANY MADE CHANGES
TO ITS INTERNAL  CONTROL OVER  FINANCIAL  REPORTING  DURING THE FISCAL  QUARTERS
ENDED DECEMBER 31, 2005,  MARCH 31, 2006,  JUNE 30, 2006 AND SEPTEMBER 30, 2006,
PLEASE REVISE THE REPORTS TO INCLUDE A CLEAR STATEMENT THAT CHANGES HAVE


<PAGE>
Patrick Gilmore
February 27, 2007
Page 2


BEEN MADE AND INCLUDE A MATERIALLY  COMPLETE  DESCRIPTION  OF THE CHANGES TO THE
COMPANY'S  INTERNAL CONTROL OVER FINANCIAL  REPORTING IN EACH PERIOD,  INCLUDING
THE PARTY OR PARTIES  RESPONSIBLE FOR CREATING AND IMPLEMENTING EACH INITIATIVE.
IF NO  CHANGES  WERE  MADE TO THE  COMPANY'S  INTERNAL  CONTROL  OVER  FINANCIAL
REPORTING DURING ANY PARTICULAR FISCAL QUARTER, PLEASE DISCLOSE. YOU SHOULD ALSO
DISCLOSE WHETHER THE COMPANY BELIEVES THAT THE MATERIAL  WEAKNESSES STILL EXISTS
AT THE END OF THE PERIOD COVERED BY THE REPORT.  FURTHER,  ELABORATE ON THE TIME
FRAME IN WHICH THESE  INITIATIVES  AND PROCEDURES  WILL BE  IMPLEMENTED.  PLEASE
REVISE ACCORDINGLY.

ANSWER - QUESTION 1

The Company recognizes the importance of providing  investors clear and complete
information  regarding  material  weaknesses in internal controls over financial
reporting and procedures  being  developed and  implemented  to remediate  these
weaknesses.  The Company agrees to clarify its disclosure to describe in greater
detail the changes made to its internal controls during fiscal 2006 and proposes
to do so in Form 10-K for the fiscal year ended  December  31,  2006,  which the
Company  expects to file on or before March 31, 2007. The Company  believes that
this  disclosure  will  inform  investors  of such  changes  as  effectively  as
restating each of the previously  filed Forms 10-Q because the Form 10-K will be
filed within  weeks,  as compared  with the time  required to file amended Forms
10-Q.  The Company  will  ensure  that Item 9A of the 2006 Form 10-K  includes a
discussion of changes made by the Company to its internal control over financial
reporting  during  the  2006  fiscal  year  (which  will  include  the  quarters
requested),  including  (a) a  statement  that  changes  have been  made,  (b) a
materially  complete  description of each change made and the weakness that such
change  was  meant to  address,  (c) the  party  responsible  for  creating  and
implementing  such  change,  (d) the  current  status of the  material  weakness
addressed  by such  change,  including  whether  the Company  believes  that the
material weakness still exists,  and (e) the time frame within which such change
was implemented,  including the expected timing of any known additional  changes
to be made.

QUESTION - 2

WE NOTE YOUR  DISCLOSURES  IN THE  COMPANY'S  FORMS 10-Q THAT  "[O]THER  THAN AS
DISCUSSED  ABOVE,  THERE WAS NO CHANGE IN THE  COMPANY'S  INTERNAL  CONTROL OVER
FINANCIAL REPORTING DURING THE LAST FISCAL QUARTER THAT MATERIALLY AFFECTED,  OR
IS LIKELY TO MATERIALLY  AFFECT OUR INTERNAL CONTROL OVER FINANCIAL  REPORTING."
REVISE TO STATE  CLEARLY,  IF CORRECT,  THAT THERE WERE CHANGES IN YOUR INTERNAL
CONTROL OVER  FINANCIAL  REPORTING  THAT OCCURRED  DURING THIS QUARTER THAT HAVE
MATERIALLY  AFFECTED,  OR ARE  REASONABLY  LIKELY  TO  MATERIALLY  AFFECT,  YOUR
INTERNAL CONTROL OVER FINANCIAL REPORTING.


<PAGE>
Patrick Gilmore
February 27, 2007
Page 3


ANSWER - QUESTION 2

As stated in our answer to Question 1, the Company intends to include clarifying
disclosure  in the Form 10-K for the fiscal year ended  December 31, 2006,  that
management  expects to file on or before March 31, 2007.  Such  disclosure  will
include a statement  that changes were made during  fiscal 2006 to the Company's
internal  control over  financial  reporting,  as well as a materially  complete
description  of such changes.  The Company  believes that this  disclosure  will
effectively  provide  investors  additional  detail of such  changes made during
fiscal 2006.

QUESTION 3

PLEASE  REFER TO  COMMENT 1 IN OUR  LETTER  DATED  DECEMBER  11,  2006.  WE HAVE
REVIEWED YOUR RESPONSE AND BELIEVE THAT YOU SHOULD AMEND YOUR 2005 ANNUAL REPORT
TO  INCLUDE  AN AUDIT  OPINION  THAT  REFERENCES  THE  FOOTNOTE  DESCRIBING  THE
RESTATEMENT. PLEASE REVISE ACCORDINGLY.

ANSWER - QUESTION 3

The  Company  will amend its Form 10-K for the fiscal  year ended  December  31,
2005, to include an audit opinion that  references  the footnote  describing the
restatement.

QUESTION - 4

PLEASE  REFER TO  COMMENT 2 IN OUR  LETTER  DATED  DECEMBER  11,  2006.  WE HAVE
REVIEWED YOUR RESPONSE WHICH INCLUDES YOUR  CONSIDERATION OF CERTAIN  INDICATORS
SUPPORTING YOUR ASSERTION THAT THE SOFTWARE  COMPONENT OF YOUR E-PAD PRODUCTS IS
INCIDENTAL.  UNDER THE FIRST  INDICATOR,  "WHETHER THE SOFTWARE IS A SIGNIFICANT
FOCUS OF THE  MARKETING  EFFORT  OR IS SOLD  SEPARATELY,"  YOU  STATE  THAT YOUR
MARKETING  EFFECTS TO DATE HAVE BEEN BASED ON SELLING THE ENTIRE E-PAD  SOLUTION
AND NOT THE  HARDWARE OR SOFTWARE  COMPONENTS  SEPARATELY  AND THAT THE EMBEDDED
SOFTWARE HAS NOT BEEN DESIGNED WITH AN INTENT TO BE SOLD  SEPARATELY AND HAS NOT
HISTORICALLY  BEEN SOLD SEPARATELY.  HOWEVER,  IN YOUR RESPONSE UNDER THE SECOND
INDICATOR,  "WHETHER THE COMPANY PROVIDES POST-CONTRACT SUPPORT,' YOU STATE THAT
YOU PLAN TO SELL SEPARATE SOFTWARE PRODUCTS AND HAVE SOLD SUCH SOFTWARE PRODUCTS
ON VERY FEW OCCASIONS AND HAVE  ACCOUNTED FOR SUCH SALES IN ACCORDANCE  WITH SOP
97-2.  FURTHERMORE,   YOUR  WEBSITE  PROVIDES  MARKETING  FOR  YOUR  INTEGRISIGN
SIGNATURE SOFTWARE TO BE SOLD SEPARATELY. HELP US UNDERSTAND THE INCONSISTENCIES
IN YOUR RESPONSE THAT SUCH SOFTWARE IS NOT SOLD OR MARKETED  SEPARATELY  WHEN IT
APPEARS  THAT IT IS AND WHY YOU  CONTINUE  TO BELIEVE  THAT THE FIRST  INDICATOR
SUPPORTS  YOUR  ASSESSMENT  THAT  SUCH  SOFTWARE  IS  INCIDENTAL  TO YOUR  E-PAD
PRODUCTS.


<PAGE>
Patrick Gilmore
February 27, 2007
Page 4


ANSWER - QUESTION 4

Interlink has developed two versions of its  IntegriSign  software:  INTEGRISIGN
SIGNATURE and INTEGRISIGN PRO.

INTEGRISIGN  SIGNATURE  SOFTWARE  consists of hardware driver and  functionality
software  that is embedded  in and bundled  with the  Company's  e-Pad  hardware
products.  This software is required to allow the e-Pad to function (that is, to
capture  signatures),  much as basic  software is required to allow a printer to
interface with surrounding  applications.  INTEGRISIGN SIGNATURE software is not
available or sold separately from e-Pad hardware. In fact, INTEGRISIGN SIGNATURE
software was created and  designed  solely and  specifically  to allow the e-Pad
hardware  and  related  signature  capture  solution  to  function.   Additional
customization is required in order for this software to interface with any other
hardware  system and it is this fact,  as  discussed  below,  that  spurred  the
development of the Company's sister product, INTEGRISIGN PRO.

Approximately  99% of the  Company's  revenue  over the past three  years in the
E-transaction  business segment came from sales of e-Pads,  in which INTEGRISIGN
SIGNATURE  software  was  embedded.  In the context of the guidance of SOP 97-2,
this software is incidental to the e-Pad product as a whole (please see also our
response  to your  question  number 5). It is not sold  separately,  it is not a
significant  focus of the Company's  marketing efforts (although it is described
on the  website  in  order to  enable  customers  to  understand  how the  e-Pad
functions,  as discussed below),  the Company does not provide  product-specific
post-contract  customer support (other than basic bug and compatibility  fixes),
and the Company did not incur  significant  development  costs  relative to this
software.  Because of these  factors,  the Company has  concluded  that sales of
e-Pads are not within the scope of SOP 97-2.

Addressing   specifically   the  Staff's  comment  about  the   presentation  of
INTEGRISIGN SIGNATURE software on the Company's website, we note that there is a
section  that  describes  the  software in some  detail.  However,  this section
provides  necessary feature and specification  information to permit a potential
customer to understand how the software enables the e-Pad to function.  There is
no ability to  purchase  the  software  separately.  Unlike the  sections of the
website  describing  the  e-Pad  hardware,  there is no "add to  cart"  purchase
button.  Similarly,  a visitor to the online  store  finds nine e-Pad  signature
capture pads as the only purchase  options.  No software is offered for separate
sale.

INTEGRISIGN PRO SOFTWARE is a distinct  product that was developed to respond to
a couple of unique historical applications in which a customer wished to capture
signatures on its own hardware  (such as a laptop  computer),  rather than on an
e-Pad. While this software also serves to enable hardware to function, it is far
more customized, sophisticated, and comprehensive


<PAGE>
Patrick Gilmore
February 27, 2007
Page 5


because it is designed to a particular  customer's hardware device,  rather than
the Company's standard e-Pad product. By definition,  it is sold separately from
the  Interlink  e-Pad,  although  sales  have  been  few  historically  and have
accounted for  approximately 1% of the Company's sales over the past three years
in the  E-transaction  business  segment.  In the context of the guidance of SOP
97-2,  this software is sold  separately  and is featured in separate  marketing
literature.  There are specifically allocable costs to customize the INTEGRISIGN
PRO  software  to  a  particular   customer's   requirements   and  some  unique
post-contract  customer  support  is  occasionally  required.  Because  of these
factors,  the Company has accounted for  stand-alone  sales of  INTEGRISIGN  PRO
software within the scope of SOP 97-2.  However due to the immaterial  amount of
historical sales of this software,  no separate disclosure of these transactions
has been provided historically

As hardware  applications  become more sophisticated and more different types of
hardware become suitable for signature and fingerprint capture  technology,  the
Company  expects  to  customize  more  INTEGRISIGN  PRO  software  and for these
"software only" sales to represent and increasingly larger percentage of overall
sales  in the  E-transaction  business  segment.  When  the  Company  does  sell
INTEGRISIGN PRO software on a stand-alone basis, it will continue to account for
such sales in accordance with SOP 97-2, and will provide separate disclosure for
these transactions if sales become more significant.

In the  Company's  response  dated  January 9, 2007, it tried to make clear that
marketing  efforts and sales to date have been based on selling the entire e-Pad
solution,  which includes the embedded INTEGRISIGN SIGNATURE software.  However,
the Company also  acknowledged  that it has had occasion to develop and sell the
distinct INTEGRISIGN PRO software product and that technological  advances cause
the  Company  to  expect  to begin to  separately  market  and sell  more of the
stand-alone  INTEGRISIGN PRO software in the future.  The Company  believes that
the distinct sales, marketing, development and support required for each product
supports the distinct accounting  treatment of each revenue stream and that this
distinct accounting treatment is not inconsistent with the guidance of SOP 97-2.

QUESTION - 5

WE ALSO NOTICE IN YOUR  RESPONSE THAT UNDER THE SECOND  INDICATOR,  "WHETHER THE
COMPANY PROVIDES  POST-CONTRACT  SUPPORT," YOU STATE THAT YOU PROVIDE  TELEPHONE
SUPPORT,  UNSPECIFIED UPGRADE RIGHTS TO THE SOFTWARE ON A WHEN-AND-IF  AVAILABLE
BASIS. AND SOFTWARE UPDATES AND PATCHES/BUG FIXES TO YOUR SOFTWARE. ALTHOUGH YOU
STATE THAT YOU HAVE A POLICY OF NOT  SUPPLYING  POST  CONTRACT  SUPPORT FOR YOUR
PRODUCT BEYOND THE MINIMAL AND BASIC LEVEL AND THAT YOU DO NOT HAVE A HISTORY OF
RELEASING UPGRADES THAT PROVIDE SIGNIFICANT,  ADDITIONAL FUNCTIONALITY, THE FACT
THAT YOU PROVIDE SUCH RIGHTS TO YOUR  CUSTOMERS  DOES NOT APPEAR TO SUPPORT YOUR
ASSERTION THAT THE


<PAGE>
Patrick Gilmore
February 27, 2007
Page 6


SOFTWARE  PORTION OF THE BUNDLED  PRODUCT IS INCIDENTAL TO THE OVERALL  PRODUCT.
HELP US UNDERSTAND WHY YOU CONTINUE TO BELIEVE THAT YOU HAVE MET THE CRITERIA OF
NOT PROVIDING POST-CONTRACT CUSTOMER SUPPORT WHEN IT APPEARS THAT YOUR CUSTOMERS
DO HAVE POST-CONTRACT  RIGHTS, AS EVIDENCED BY A LICENSE AGREEMENT THAT SUPPORTS
THE FACT THAT THE SOFTWARE IS MORE THAN INCIDENTAL TO YOUR E-PAD PRODUCTS.

ANSWER - QUESTION 5

The Company  continues to believe that the software portion of the bundled e-Pad
product is  incidental  to the overall  products.  We outlined our reasoning for
this  in our  first  response  to you and  would  like to  further  clarify  the
Company's beliefs and specifically answer your question.

The Company previously stated that its support for the software component of the
bundled  e-Pad  product is minimal.  Once the e-Pad  product has been sold,  the
amount of post-sale  product  support  required is minimal and  incidental.  The
majority of support for the e-Pad product is provided prior to actual sale. This
pre-sale  support  includes taking the time to understand the IT systems of each
customer and providing technical support to the customer's IT personnel that are
responsible  for  integrating the e-Pad product into their software and hardware
configurations.

The level of the Company's post-sale support for the e-Pad is intended solely to
ensure  that the product  will  continue  to perform as  specified.  The Company
believes that such  post-sale  support is consistent  with  providing a standard
level of warranty  that its products will  function as  represented,  consistent
with  warranty  obligations  described in SFAS 5. In actual  experience to date,
this level of support has been minimal. The Company provides unspecified updates
and patches to its software,  which, as described in our prior letter,  serve to
fix minor bugs and maintain the minimum  compatibility  and functionality of the
Company's overall e-Pad product with updated surrounding applications with which
it  interfaces.  For example,  updates are provided to ensure the e-Pad hardware
continues to function with standard  configurations  of third party software and
hardware,  such as new releases of Microsoft word and Microsoft  Vista products.
The Company  believes that these updates are analogous to the common practice of
a printer vendor making new printer drivers  available to existing  customers in
similar  situations.  Approximately  15 patches that have been made available to
customers via the Company's website.  Customers may choose to use these patches,
but are not  required to do so. It is the  Company's  belief  that by  supplying
these  patches,  it has not done anything to move its level of support  beyond a
minimal  and  incidental  level and that the  existence  of a  software  license
agreement  serves only to protect  its legal  interests  consistent  with common
business  practice.  The value the customer is receiving  from any such software
patch is minimal compared to the value of the e-Pad.


<PAGE>
Patrick Gilmore
February 27, 2007
Page 7


While the Company  acknowledges that its standard license agreement provides for
when and if available  upgrade  rights,  it does not view this as  substantively
different  than if its license  agreement did not include this right,  since the
Company  would  provide  these types of updates and bug fixes  regardless of the
terms of the license  agreement as a good  business  practice.  As a result,  we
believe the focus of  analysis  of upgrade  rights  should  primarily  be on the
Company's  actual  historical  practice and current intent,  as described in its
responses.

Simply put, the Company sells a product that includes  software that is licensed
for use with the  product at the time of the sale,  as is the case with all such
software.  Also,  as with any  product  sold by a  reputable  manufacturer,  the
Company  undertakes to fix the product if it was defective when shipped.  In the
case of defects in the software, the Company has, on occasion, provided remedial
patches. This is quite different from sales of product incorporating software of
a complexity that requires constant support and for which the support commitment
of the  vendor is an  important  part of the  customer's  decision  to buy.  The
Company's  post-sale  support of its e-Pad product through patches has, to date,
consisted  simply of  meeting  its  warranty  obligations  with  respect  to the
software portion of the product.  The cost of meeting these obligations has been
minimal, which, the Company believes, justifies the treatment of such support as
incidental for accounting purposes.

To illustrate the lack of effort involved in any on-going  support,  the Company
has no dedicated staff  responsible for support questions from customers after a
sale is made.  There is one  dedicated  support  person  for the  E-transactions
business  segment.  Her role is to support  various sales  functions,  including
managing   prospects  for  the  salespeople,   reviewing  purchase  orders  from
customers,   assisting  in  the  RMA  process  for  products   being   returned,
coordinating shipment of products with the operations  department,  coordinating
product  development  activities  with the product  development  department  and
working with customers on follow on orders. Support correspondence that comes in
from existing customers is generally directed at issues with the overall product
function, not at any specific issue with the software component.  Because of the
infrequency of calls received from customers, the Company does not keep any type
of log or schedule that monitors or tracks these calls and does not believe that
having such a process would add value to the Company.  For the reasons described
above, the Company believes that the telephone support provided to its customers
in respect of e-Pad  products  is minimal and  incidental  to its support of the
product as a whole.

Customers of the Company do have certain  post-sale  rights,  whether  resulting
from  the  license  agreement  itself  or from  express  or  implied  warranties
applicable to the e-Pad product as a whole.  However,  the Company believes that
these  rights   (which  would  apply  to  the  sale  of  virtually  any  product
incorporating software) do not move the post-sale software support


<PAGE>
Patrick Gilmore
February 27, 2007
Page 8


component of its bundled e-Pad product beyond a minimal and  incidental  portion
of the  product as a whole and,  as such,  do not  require the Company to report
sales transactions under SOP 97-2.

The Company will continue to review and monitor its selling practices, marketing
efforts  and  costs  within  the  scope of FAS 86.  At any time  when  facts and
circumstances make it appropriate to do so, the Company will begin following the
guidelines under SOP 97-2.

QUESTION - 6

WE BELIEVE THE NON-GAAP  OPERATING  STATEMENT  COLUMNAR FORMAT APPEARING IN YOUR
8-K  FILED ON  DECEMBER  22,  2006 MAY  CREATE  THE  UNWARRANTED  IMPRESSION  TO
INVESTORS  THAT THE  NON-GAAP  OPERATING  STATEMENT  HAS BEEN  PREPARED  UNDER A
COMPREHENSIVE  SET OF ACCOUNTING  RULES OR PRINCIPLES WHILE ALSO CONVEYING UNDUE
PROMINENCE  TO A STATEMENT  BASED ON NON-GAAP  MEASURES.  IN  ADDITION,  SECTION
II.A.2 OF SEC RELEASE 33-8176 DEFINES NON-GAAP MEASURES AND DOES NOT CONTEMPLATE
INCLUDING  NON-GAAP  FINANCIAL  STATEMENT  AS A  "MEASURE."  PLEASE  REMOVE THAT
PRESENTATION,  OR  EXPLAIN  TO US IN  REASONABLE  DETAIL  WHY ITS  RETENTION  IS
JUSTIFIED  IN LIGHT OF THESE  CONCERNS.  AS A SUBSTITUTE  FOR THIS  PRESENTATION
FORMAT, YOU MAY CONSIDER PRESENTING ONLY INDIVIDUAL NON-GAAP MEASURES (I.E. LINE
ITEMS, SUBTOTALS,  ETC.) PROVIDED EACH ONE COMPLIES WITH ITEM 10 OF REG. S-K AND
THE DIVISION OF CORPORATION  FINANCE'S  FREQUENTLY ASKED QUESTIONS REGARDING USE
OF NON-GAAP FINANCIAL MEASURES, QUESTION 8.

ANSWER - QUESTION 6

The Company will remove the  columnar  presentation  of its  non-GAAP  operating
statement and related  measures from future quarterly press releases and related
Form 8-K filings. To the extent that the Company considers presenting individual
non-GAAP  measures in the future, it will ensure that each complies with Item 10
or Reg S-K and related Staff guidance.

QUESTION - 7

WE NOTE YOUR  DISCLOSURES IN THE COMPANY'S  RESPONSE  LETTER WHERE YOU INDICATE,
"THE COMPANY HEREBY  ACKNOWLEDGES  THAT: (A) THE COMPANY IS RESPONSIBLE  FOR THE
ADEQUACY  AND  ACCURACY OF THE  DISCLOSURE  IN THE FILING;  (B)  COMMENTS BY THE
COMMISSION  STAFF,  OR CHANGES TO THE COMPANY'S  DISCLOSURE IN RESPONSE TO STAFF
COMMENTS. DO NOT FORECLOSE THE COMMISSION FROM TAKING ANY ACTION WITH RESPECT TO
THE FILING,  AND (C) 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." PLEASE BE ADVISED THAT A LETTER SIGNED BY
COUNSEL WOULD NOT SATISFY THE REQUIREMENT OF THIS COMMENT.  AS A RESULT,  PLEASE
PROVIDE  THESE  ACKNOWLEDGMENTS,  IN WRITING,  THAT  INCLUDES A  SIGNATURE  OF A
REPRESENTATIVE OF THE COMPANY.


<PAGE>
Patrick Gilmore
February 27, 2007
Page 9


ANSWER - QUESTION 7

The required written  acknowledgements  are attached to this response letter and
signed by the Chief Financial Officer of the Company.


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 or the respective filings to me at (503) 294-9636.


Very truly yours,


/s/ Mary Jo N. Miller
- -------------------------
Mary Jo N. Miller


MNM:axw
cc:     E. Michael Thoben, III
        Charles C. Best
        Bob Pearlman


<PAGE>


                      [LETTERHEAD OF INTERLINK ELECTRONICS]


February 27, 2007


BY MAIL & FACSIMILE (202) 772-9208

Patrick Gilmore
Division of Corporation Finance
United States
Securities and Exchange Commission
100F Street, N.E.
Washington, D.C. 20549

RE:     COMMENT LETTER DATED JANUARY 30, 2007
                INTERLINK ELECTRONICS, INC.
                FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                FORM 8-K FILED DECEMBER 22, 2006
                FILE NO. 000-21858

Dear Mr. Gilmore:

With  respect to the  referenced  filings  and the letter of even date  herewith
addressed  to  you  by  our  counsel,   Stoel  Rives  LLP,  the  Company  hereby
acknowledges that:

a)       the  Company  is  responsible  for the  adequacy  and  accuracy  of the
         disclosure in the filings;

b)       comments  by  the  Commission   staff,  or  changes  to  the  Company's
         disclosure  in  response  to  staff  comments,  do  not  foreclose  the
         Commission from taking any action with respect to the filings; and

c)       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.


Very truly yours,

/s/ Charles C. Best
- -----------------------
Charles C. Best
Chief Financial Officer


                          Interlink Electronics, Inc.
 546 Flynn Road o Camarillo, CA 93012 o Phone: 805-484-8855 o Fax: 805-484-8989


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