SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

July 29, 2010

 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-1
Filed July 2, 2010
  File No.  333-167963
Dear Ms. Kruger:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. We note that the convertible preferred stock and warrants will be sold in units but that the
units will not be issued or  certificated.  Please clarify for us what you mean by the
statement that the units will not be issued.  In addition, please tell us what consideration
you have given to whether the units are separa te securities that s hould be covered by the
registration statement.
 2. Please add to the registration statement all th e currently omitted information that is not
subject to Rule 430A under the Securities Ac t of 1933, as amended.  Please note that we
will need adequate time to review th is information once it is provided.

Ms. Claire L. Kruger
Spherix Incorporated
July 29, 2010 Page 2

3. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indicating that FINRA has cleared the placement agent
compensation arrangements for the offering.

4. We note that you have not filed several exhibi ts, including the legality opinion.  Please
allow sufficient time for our review of these exhibits before reques ting effectiveness of
your registration statement.
 Cover Page of Registration Statement

5. We note that you have included the undertakings for Rule 415 offerings on page II-2 of
the registration statement and that it appears that your offering will be made on a delayed
or continuous basis.  If this  is correct, please revise the cover page to check the box to
indicate that you are registering an  offering pursuant to Rule 415.

Prospectus Summary, page 2
The Offering, page 4
 6. We note your disclosure in the Definitive Proxy Statement filed on July 2, 2010, which states that you are required to obtain shar eholder approval prior to issuing a certain
number of shares of your common stock.  Please revise this section to disclose (i) that
you must obtain shareholder approval at you r annual meeting on August 31, 2010 to issue
the shares of common stock underlying the c onvertible preferred st ock and warrants and
(ii) your intentions with re gard to the offering if you ar e unable to obtain the required
shareholder approval.  Please revise other sections of your prospectus accordingly,
including, but not limited to, the Plan of Dist ribution.  Please furthe r consider whether a
failure to obtain the required shareholder approval would create a ny significant risks for
your company, and if necessary, revise your risk factor disclosure to discuss such risks.

Risk Factors, page 6

7. You must identify all signifi cant factors that make your o ffering speculative or risky.
Please revise the introductory paragraph to de lete the fourth through seventh sentences,
which are not appropriate.  Please refer to Item 503(c) of Regulation S-K.
   Item 16.  Exhibits, page II-2

 8. Please file the warrant agreement and form of warrant as exhibits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.

Ms. Claire L. Kruger
Spherix Incorporated  July 29, 2010 Page 3

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King,
Staff Attorney at (202) 551- 3338 if you have any questions.

Sincerely,
           Pamela 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