SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
  CORPORATION FINANCE

 Mail Stop 4631
          September 18, 2009
Via U.S. Mail and Facsimile

Claire L. Kruger Chief Executive Officer and Chief Operating Officer  Spherix Incorporated 6430 Rockledge Drive #503
Bethesda, Maryland 20817

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed August 25, 2009
  File No.  333-161531
Dear Ms. Kruger:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  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.
 Calculation of Registration Fee

 1. We note your reference to debt securities in footnotes (4) and (6) and on page 17.
Please tell us why you have not included such  debt securities in the table, or
alternatively, revise to omit these references.

Ms. Claire L. Kruger
Spherix Incorporated
September 18, 2009 Page 2   Outside Cover of Prospectus

2. Please revise to set forth the calculati on of the aggregate market value of your
outstanding voting and nonvoting common equity, as required pursuant to
Instruction 7 to General Inst ruction I.B.6. of Form S-3.

Exhibit 5.1

3. Please confirm your understanding that an updated unqualified opinion of counsel
should be filed with respect to the legality  of the securities be ing offered for each
sale of the securities regi stered in this filing.  See Compliance and Disclosure
Interpretations – Securities Act Rule s (Question 212.05), available in the
Corporation Finance section of our website.

4. Please clarify in the first paragraph that Baxter, Baker,  Sidle, Conn & Jones, P.A.
has acted as counsel to the company.
 5. Please revise paragraph 1 on page 2 to include the rights associated with the
common stock.

6. Please revise to also opine on the legal,  binding obligations of the company with
respect to the Units.

7. Please revise to make clear that th e opinion covers the Delaware General
Corporation Law as well as all Delaware statutory provision s of law and any
reported judicial decisions interpreting these laws.
 8. Please revise the last sentence of the opi nion to clarify that counsel does not admit
that it is an expert within the meani ng of Section 7 of the Securities Act.
 9. The opinion does not contain a signature.  Please have counsel revise its opinion
accordingly.

Exhibit 23.2

10. Please file a revised consent that incl udes both the name and signature of the
independent registered public accounting firm.  See Item 601(b)(23) of
Regulation S-K.

Ms. Claire L. Kruger
Spherix Incorporated
September 18, 2009 Page 3
*    *    *    *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert the declarati on of effectiveness as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Ms. Claire L. Kruger
Spherix Incorporated September 18, 2009 Page 4
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in adva nce of the requested effective date.
 You may contact Chambre Malone, Staff Attorney at (202) 551-3262 or Brigitte
Lippmann, Senior Staff Attorney  at (202) 551-3713, or in thei r absence, myself at (202)
551-3760 with any other questions  or disclosure issues.

Sincerely,    Pamela A. Long  Assistant Director
  cc:   James E. Baker, Jr.  ( via facsimile at (410) 230-3801)
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100
Baltimore, Maryland 21202