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): NOVEMBER 2, 2005


                           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 November 2, 2005, Interlink Electronics, Inc. (the "Company") issued
a press release  announcing  that it will restate its audited annual results for
the years ended  December  31,  2003 and  December  31,  2004 and its  unaudited
quarterly results for the periods ended March 31, 2005 and June 30, 2005. A copy
of the  press  release  is  attached  as  Exhibit  99.1 and is  incorporated  by
reference herein.

         The press  release also  announces a  reorganization  of the  Company's
Business  Communication segment. The reorganization was initiated as a result of
announcements from the Company's  customers in that segment and was not a result
of the matters causing the restatements. As a result of the reorganization,  the
Company revised its guidance for the third and fourth quarters of 2005.

ITEM 4.02.  NON-RELIANCE  ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
            AUDIT REPORT OR COMPLETED INTERIM REVIEW.

(a)

         On  October  29,  2005,  on  management's  recommendation,   the  Audit
Committee of the Board of Directors of the Company  concluded that the Company's
financial statements for the years ended December 31, 2003 and December 31, 2004
and the  quarters  ended  March 31,  2005 and June 30,  2005 should no longer be
relied upon and should be restated.
 
         As of the  filing  of this  current  report on Form  8-K,  the  Company
intends to restate its  previously  issued  financial  statements  for the above
mentioned periods to correct the accounting for the following items:
 
         o        For the years ended  December  31, 2003 and  December 31, 2004
                  and the first and second quarters of 2005, the Company expects
                  to  increase  cost of goods  sold and  record a  corresponding
                  decrease  in net income (or  increase  in net loss) to reflect
                  improperly recorded  transactions  between the Company and its
                  principal vendor in China.
 
         o        For the quarterly period ended June 30, 2005, the Company also
                  expects  to   increase   cost  of  goods  sold  and  record  a
                  corresponding  increase  in  net  loss  to  reflect  licensing
                  charges that were not included in cost of sales.
 
         The Company will file amendments,  as needed,  to its annual reports on
Form 10-K and its quarterly  reports on Form 10-Q for the affected  periods.  In
the  interim,  investors  should  no  longer  rely on the  financial  statements
currently  on file  with  the SEC for the  years  ended  December  31,  2003 and
December 31, 2004 and the quarters ended March 31, 2005 and June 30, 2005.
 
         The Company has discussed the matters described above with BDO Seidman,
LLP.


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ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  99.1     Press Release dated November 2, 2005.


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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:  November 3, 2005.


                           INTERLINK ELECTRONICS, INC.



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


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