SecProbe.io

July 29, 2013

Via E -mail
Harvey Kesner
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed  July 11, 2013
 File No.  000-05576

Dear Mr. Kesner :

We have limited our review of your amended filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pro vide the requested
response.  If 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 filing and the information yo u provide in
response to these comments, we may have additional comments.
General
1. Please state clearly the reasons for engaging in the merger with North South.
2. Please advise where you have provided the disclosure required by Item 14(b)(10) of
Schedule 14A  as requested in prior comment 5.
Background, page 5
3. Please  further  expand your disclosur e in response to prior comment 4 to disclose the
percentage of shares that will be held by existing shareholders of Spherix on a fully
diluted basis upon closing of the  merger.  Also,  please reconcile your disclosure
regarding the fairness opinion that the Merger Consideration is fair to stockholders and
the company with the fairness opinion referenced in section 6.5(e) of the Merger
Agreement which references the value of the intellectual property being acquired.
Clarify whether the fairness opinion you receive will address the value of North South

Harvey Kesner
Spherix Incorporated
July 29 , 2013
Page 2

 Holdings, Inc. and whether and how the fairness opinion will demonstrate that the
issuance of the Merger Consideration in e xchange for the shares of North South is fair to
the existing shareholders of Spherix.
4. We note your statement that “upon the closing of the Merger, the shareholders of North
South will hold approximately 11.6% of the outstanding Common Stock of the
Compa ny.”  Please revise to also indicate the amount of shares and percentage of total
outstanding shares held by the North South shareholders on a converted basis with the
1,488,152 shares of Series D Preferred Stock converted.
5. We note your response to prior c omment 6.  Please disclose the names of your
shareholders that hold shares in North South and the percentage of such shares held by
those shareholders on an aggregate basis.  Also, address the June 25, 2013 sale of Series
E shares to North South.
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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and i ts 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.

In responding to our comments, please provide a written statement from the company
ackno wledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Ruairi Regan, Staff Attorney, at (202) 551 -3269 or Davi d Link, Staff
Attorney, at (202) 551 -3356 if you have any questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.