SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             December 18, 2009
 Robert L. Clayton Chief Financial Officer Spherix, Inc. 6430 Rockledge Drive, Suite 503 Bethesda, Maryland 20817
 RE: Spherix, Inc.
Form 10-K for the Year Ended December 31, 2008
Forms 10-Q for the Periods Ended Ma rch 31, 2009, June  30, 2009 and
September 30, 2009 File No. 0-05576

Dear Mr. Clayton:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease 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
or may not 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2009

 Item 4T – Controls a nd Procedures, page 14

1. Please confirm that there were no change s in internal control over financial
reporting during the quarter ended Sept ember 30, 2009 that have materially
affected or are reasonable likely to materi ally affect your internal controls over
financial reporting.  In futu re filings, please revise your disclosure accordingly to
clarify this.  Refer to Item  308(c) of Regulation S-K.

Mr. Robert L. Clayton
December 18, 2009 Page 2  Exhibits 31.1 and 31.2

 2. You have replaced the word “report” with  “annual report” in paragraphs 3 and 4
of your certifications.  Form 10-Q is not an  annual report.  In future filings, please
revise your certifications to just use the word “report” instead of “annual report”
or “quarterly report”.  Your certifications  should be in the exact form shown in
Item 601(b)(31) of Regulation S-K.  Please show us what your revised
certifications would look like.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Robert L. Clayton
December 18, 2009 Page 3
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,             R u f u s  D e c k e r
       Accounting Branch Chief