SecProbe.io

November 8, 2013

Via E -mail
Mr. Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, V irginia   22102

Re: Spherix Incorporated
 Form PRE 14A
Filed October 1 5, 2013
Form PRER 14A
Filed November 4, 2013
File No. 000 -05576

Dear Mr. Hayes :

We have limited our review of your filing to the issues we have addressed in our
comments. In 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 filing and providing the requested
information.   If you do not believe our comment applies to your facts and circumstances or do
not believe an amendme nt is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

1. We note Proposal 2 seeks authorization to issue securities in one or more non -public
offerings.  We further note on page 21 that, in the event such issuance of stock pursuant
to the offering(s) will result in a change of control, stockholder approval for this proposal
“will also constitute approva l of any change of control.”  Please revise to unbundle these
separate issues and tell us the basis  under state law  for the statement that no shareholder
vote will be sought regarding a change of control.  Rule 14a -4(a)(3) requires that the form
of proxy “shall identify c learly and impartially each separate matter intended to be acted
upon, whether or not related to or conditioned on the approval of other matte rs …”

2. We similarly note Proposal 3 seeks shareholder approval for amen dments to the
company’s Certificate of Incorporation, including amendments regarding an increase in
authorized number of common stock and preferred stock shares and an amendment

Mr. Anthony Hayes
Spherix Incorporated
November 8, 2013
Page 2

 requiring indemnification of company directors, officers and agents.  Please r evise to
unbundle the separate matters set forth in proposal 3.

3. Please r evise to provide the disclosure required by Schedule 14A Item 10(a)(2)(iii) for
the company’s 2014 Equity Incentive Plan, set forth in Proposal 8, or advise  as
appropriate .  Include in th is revised disclosure, benefits or amounts that would have been
received or allocated to outside consultants.

4. We note Proposal 9 seeks “ratification of all prior corporate actions taken pursuant to
stockholder approval .”  It is unclear to what corporate a ctions you are referring.  Please
revise to provide complete Schedule 14A Item 20 disclosure, as appropriate, for each
corporate action contemplated by this Proposal.  We may have further comment.

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 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.

 In responding to our comment, please provide  a written statement from the compa ny
acknowledging 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 Erin Wilson at (202) 551 -6047  or David Link  at (202)  551-3356  with
any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director