UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): MARCH 30, 2006


                           INTERLINK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                      0-21858                  77-0056625
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               File Number)            Identification No.)


          546 FLYNN ROAD, CAMARILLO, CALIFORNIA                    93012
         (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (805) 484-8855



                                    NO CHANGE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 30, 2006,  Interlink  Electronics,  Inc. (the "Company") issued a press
release announcing that it will be unable to file its Annual Report on Form 10-K
by March 31, 2006 as previously  expected.  The Company also indicated  that, in
the  course  of  preparing  its  2005  year-end  audit,  it had  discovered  two
discrepancies  in  its  historical   financial   statements  that  will  require
restatements.  As a  result  of the  delay  in  examining  these  discrepancies,
Interlink  will  exceed the period in which to comply  with  applicable  listing
requirements.  Accordingly,  Interlink  expects  that its  common  stock will be
delisted  from  Nasdaq  NMS and will  thereafter  trade in the  over-the-counter
market on the "pink sheets." The Company  expects to take all necessary steps to
cause  relisting to occur at the earliest  possible  opportunity.  A copy of the
press  release is  attached as Exhibit  99.1 and is  incorporated  by  reference
herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  99.1     Press Release dated March 30, 2006.


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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Date:  April 3, 2006.


                           INTERLINK ELECTRONICS, INC.



                           By    CHARLES C. BEST
                                ------------------------
                                 Charles C. Best
                                 Chief Financial Officer


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