SecProbe.io

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Mail Stop 7010

August 15, 2005

Via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

Re: 	Spherix Incorporated
Registration Statement on Form S-2
Filed July 27, 2005
File No. 333-126930

Form 10-K for the year ended December 31, 2004
Filed March 31, 2005
File No. 000-05576

Form 10-Q for the quarter ended March 31, 2005
Filed May 16, 2005
File No. 000-05576

Dear Mr. Levin:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form S-2

General

1. Please be advised that in order to register securities
underlying
an equity line of credit, the private transaction involving the
securities to be registered must have been completed.  As such, it
is
our position that the investor must be irrevocably bound to
purchase
the securities once the company issues a put.  There may not be
any
conditions to the investor`s obligations to purchase the shares
underlying the equity line that are within the investor`s control.
See the Current Issues and Rulemaking Projects Outline Quarterly
Update, March 31, 2001.  It appears that Section 8.1 of the
standby
equity distribution agreement, when read with Article VII of the
agreement, enables Cornell Capital to avoid or delay the timing of
the put.  It also appears that Section 7.2(c) of the agreement
enables Cornell Capital to avoid or delay the timing of the put as
there are actions within its control that would require your
company
to have to file a post-effective amendment.  Please provide us
with a
detailed analysis to support a finding that the sale of securities
under the agreement is complete and, therefore, registration of
these
securities is permissible at this time.

2. We note the disclosure set forth in Item 3.02 of your current
report on Form 8-K filed July 25, 2005.  Please provide us with a
detailed analysis of why the stated exemptions are available with
respect to the sale of unregistered securities under the standby
equity distribution agreement.  In this regard, it appears that
Cornell had a view to distribute these securities.  Please refer
to
the second paragraph on page 14 of your prospectus.

3. We note that Cornell Capital`s managing partner and general
counsel serves as the escrow agent for the standby equity
distribution agreement.  It appears that this Cornell Capital
affiliate exercises sole discretion with respect to the release of
shares and/or funds from the escrow.  In addition, Section 7(a) of
the escrow agreement suggests that this Cornell Capital affiliate
is
permitted to resolve any disputes under the escrow agreement to
his
satisfaction.  In view of this affiliate relationship between
Cornell
Capital and the escrow agent and the functions of the escrow
agent,
it appears that Cornell Capital is exercising actual or potential
discretion as to whether it will perform its obligations under the
standby equity distribution agreement.  Please provide us with
your
analysis as to whether this affiliate relationship provides
Cornell
Capital any discretion that is inconsistent with our position
regarding equity lines of credit set forth in the Current Issues
and
Rulemaking Projects Outline Quarterly Update, March 31, 2001.

4. Please update the information throughout your registration
statement to the most recent practicable date.
5. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:

* whenever you exercise the right to put shares to Cornell Capital
under the standby equity distribution agreement; and

* to reflect changes in selling security holder information,
including sales of material amounts of securities.

6. Please provide appropriate disclosure in the Form S-2 regarding
payments to Yorkville Advisors in connection with the standby
equity
distribution agreement.  We note the information in the fourth
paragraph of your Form 8-K dated July 22, 2005.

Cover Page of Prospectus

7. We note that Cornell Capital will pay a per share purchase
price
equal to 95% of the market price of your common stock and will
also
receive 5% of the proceeds of each put.  Please revise the
disclosure
here and throughout your prospectus to remove the distinction
between
the 95% purchase price and the 5% retention fee and instead
disclose
that Cornell Capital will pay a purchase price equal to 90% of the
market price of your common stock.

8. Please disclose here and in the Underwriting section that
Cornell
Capital`s 10% discount on the market price of your common stock is
an
underwriting discount.

9. Please disclose the amount of the lowest volume weighted
average
price of your common stock for the most recent five-day trading
period.

Prospectus Summary, page 5

The Offering, page 5

10. In view of the fluctuating purchase price under your standby
equity distribution agreement and the current market price of your
common stock, please provide a table illustrating the maximum
amount
of net proceeds you could raise based on a range of market prices,
including the most current market price, if you sold all shares
issuable under your standby equity distribution agreement.

11. Under the "Offering Price," please revise "market price" to
more
accurately describe the actual offering price that the selling
stockholders will pay.

12. Please disclose that the escrow agent is an affiliate of
Cornell
Capital.
13. We note Section 3.11 of your standby equity distribution
agreement.  We have the following comments:

* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus, that Cornell Capital may sell shares
of
common stock that are subject to a call before it actually receive
those shares.  Please also discuss the impact of these sales on
the
market price of your common stock.
* Please explain how Cornell Capital will be able to sell shares
prior to its receipt of those shares if the number of shares is
not
determined until the fifth trading day following a put notice.
* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus that Cornell Capital may not engage
in
short sales.  Please also explain the meaning of short sales.

14. We note that you may not exercise a put if the shares to be
issued in connection with the put would result in Cornell Capital
owning more than 9.9% of your outstanding common stock.  We have
the
following comments:

* Please disclose the 9.9% threshold in this section and the
number
of shares that Cornell Capital would have to own to reach this
threshold.
* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus that your use of the equity line of
credit depends upon Cornell Capital being able to sell sufficient
shares to reduce its holdings so as to remain below this 9.9%
threshold.

15. We note the disclosure in the third sentence of the first
paragraph on page 6 that Cornell Capital will purchase shares at a
discount to the offering price.  It is not appropriate to refer to
an
"offering price" as Cornell Capital will not purchase shares at a
fixed price.  Please remove this reference here and throughout
your
filing.

16. Please clarify that Cornell Capital`s sales of shares will
likely
cause the market price of your common stock to decline.

17. Please disclose the method for calculating the lowest volume
weighted average price of your common stock.

Recent Developments, page 6

18. We note the disclosure in the second risk factor on page 10
regarding a possible delisting from the Nasdaq National Market.
Please revise this section to include a discussion of your
possible
delisting.  Please also discuss the consequences of being
delisted,
including the designation of your common stock as penny stock.

Risk Factors, page 6

19. We note that the discussion in most risk factors in this
section
does not describe the risks to investors in sufficient detail.
The
discussion under each subheading should explain why the risk makes
your offering risky or speculative.  It should also explain how
the
risk affects your company and the securities being offered.
Please
revise accordingly.  See, for example and without limitation, risk
factors one, two, three, five, six, seven, nine, 10, 12, 15 and
23.

20. Please revise your risk factors to remove the phrase "there
can
be no assurance."  The actual risk is that the event will occur,
not
your inability to prevent it.  See risk factors four, five, eight,
nine, 10 and 11.

21. Please add a risk factor that discusses the risks associated
with
your outstanding indebtedness.  For example, is there a risk that
you
may not be able to repay the indebtedness or that there are
covenants
in your indebtedness agreements which restrict your operations?

22. Please add a risk factor that discusses the risks associated
with
the fact that you may not be able to draw down the entire amount
of
financing which is available under the standby equity distribution
agreement.

23. Please add risk factor that discusses the risks associated
with
dilution from the shares issuable under the standby equity
distribution agreement and under any convertible securities, such
as
options and warrants.

We have sustained losses in the past and we may sustain..., page 8

24. Please disclose your accumulated losses as of the most recent
practicable date.

We may not be able to obtain additional financing that we will
need,
page 9

25. Please disclose the estimated amount of additional financing
that
you will need over the next 12 and, to the extent practicable, 24
and
36 months.

We may not be able to retain our key executives and personnel,
page 9

26. Please clearly explain how this risk factor specifically
applies
to your company.  For example, do you lack employment contracts
with
your key personnel?  Are any key people planning to retire or
nearing
retirement age?  Are there tensions between any key personnel and
the
board of directors?

We face intense competitions and rapid technological advances by
competitors..., page 9

27. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or offering."
This risk factor could apply to most issuers.  Please explain how
this risk factor specifically applies to your company or delete
it.
Please also comply with this comment in risk factor 21.

The equity distribution agreement transaction could adversely
affect
our stock, page 9

28. Your disclosure in this risk factor discusses several distinct
risks, each of which appears to be a significant risk.  In order
to
give prominence to each risk, please assign each risk its own
explanatory subheading.

The price of Spherix shares may be adversely affected by the
public
sale..., page 10

29. Please disclose the number of outstanding and issuable shares
that are either freely transferable or transferable under Rule 144
of
the Securities Act.

Our common stock will be delisted from Nasdaq National Market...,
page 10

30. Please discuss in greater detail the risks to investors
resulting
from the delisting of your common stock.  For example, it appears
that your common stock will be deemed to be penny stock if it is
delisted from the Nasdaq National Market.

Dividends on our common stock are not likely, page 10

31. Please explain why the fact that you do not expect to pay
dividends makes your offering risky or speculative.  In addition,
please explain in greater detail the risk set forth in the third
sentence.

Insiders own a significant portion of our common stock..., page 11

32. Please revise this risk factor to disclose the actual risk to
an
investor, namely the risk that the insiders may prevent or
frustrate
attempts to effect a transaction that is in the best interests of
your minority security holders.

Selling Stockholders, page 11

33. Please disclose the natural persons with dispositive voting or
investment control of Newbridge Securities.
34. We note that Newbridge Securities appears to be the placement
agent in most of the equity lines of credit funded by Cornell
Capital
Partners.  Please advise us as to whether there is any affiliation
between these parties.  If not, disclose whether there is a
contractual or other arrangement between these parties and
describe
its terms.

35. Please reconcile the outstanding number of shares set forth in
footnote (1) to the table with the disclosure in the first
paragraph
under the heading "Description of Securities" on page 15.

36. Please disclose whether Cornell Capital owns or benefits,
directly or indirectly, from any convertible debt or equity
securities, including warrants and options, or other similar
rights
to acquire your common stock.  If so, please describe the
arrangements in reasonable detail.

Use of Proceeds, page 12

37. Please describe in greater detail your anticipated use of the
net
proceeds of your standby equity distribution agreement.  In
addition,
please disclose how you will allocate the net proceeds based on an
assumed range of net proceeds.  We note the disclosure in the
third
paragraph on page 14.  See Item 504 of Regulation S-K.  We also
note
from Section 4.22 of the standby equity distribution agreement
that
you may use proceeds to pay loans.  Please provide appropriate
disclosure here and the disclosure required by Instruction 4 to
Item
504.

38. Please disclose the restriction on your use of proceeds
contained
in Section 4.22 of your standby equity distribution agreement.

Dilution, page 12

39. Please revise this section to illustrate the dilution based on
an
assumed range of market prices, including the most current market
price.

40. The comparison set forth in this section must reflect shares
that
your officers, directors and affiliated persons have the right to
acquire, in addition to shares that they own.  Please revise
accordingly.  See Item 506 of Regulation S-K.

Standby Equity Distribution Agreement, page 13

41. Please expand the disclosure in this section to discuss the
alternative financing methods you considered prior to deciding to
enter into an equity line of credit arrangement with Cornell
Capital
and why you ultimately decided to enter into an equity line of
credit
arrangement with Cornell Capital.
42. Please disclose the material terms of the escrow agreement.
Please also discuss the mechanics of the escrow.

43. We note the disclosure in the fourth paragraph on page 14
regarding an assumed amount of net proceeds.  It does not appear
that
you will receive net proceeds of $3.75 million if you issue
2,222,222
shares at a price of $1.80.  In this regard, it appears that the
net
proceeds would be $3.60 million less any offering expenses.
Please
revise accordingly.  In addition, please explain the basis for
using
a price of $1.80 per share, rather than the most current market
price.

Plan of Distribution, page 14

44. We note the disclosure in clause (ii) of the first sentence of
the first paragraph of this section that sales of the registered
securities may be effected in tr