SecProbe.io

March 13, 2014

Via E -Mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 000-05576

Dear Mr. Hayes :

We have reviewed your filing an d have the following comment .  In our comment , 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, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment applies  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 you provide in
response to this comment , we may have  additional comments.

Proposal 1

Background, pag e 6

1. Please revise your proxy statement to explain more clearly the potential consequences to
the company if your shareholders do not approve proposals 1 and 2 relating to the
issuance of securities and the potential change in control  in connection with yo ur
December 2013 acquisition of patents from Rockstar .  In particular, please address the
following:

 You state here and on page 9 that if proposals 1 and 2 are not approved, “the
Company will face serious consequences with respect to its interactions wit h
Rockstar, and could fail to realize the benefit from the acquisitions, or any value
from the Rockstar Patents.”   Please specify the “serious consequences” to which
you refer, and explain more clearly how the failure to approve proposals 1 and 2
could re sult in your failing to realize any value from the acquired patents.  Tell us

Anthony  Hayes
Spherix Incorporated
March 13, 2014
Page 2

 whether the failure to approve proposals 1 and 2 would  trigger any consequences
under your agreements with Rockstar, for example, whether the  patent  acquisition
would be unwound if shareholder approval of these proposals is not obtained.

 You further state that you “believe that the consequences of failure to approve
Proposal 1 (and Proposal 2) or the failure of the Company in its business plans
would have financial repercussion s for Rockstar, and thereby jeopardize the
Company’s viability as a going concern.”   Please explain more clearly how the
failure to obtain shareholder approval of these proposals could have financial
repercussions for Rockstar, and how such repercussions f or Rockstar could
jeopardize your viability  as a going concern .

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 respondin g to our comment , please provide a written statement from the company
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.

Please contact Mitchell Austin, Attorney -Advisor, at (202) 551 -3574  or me at (202) 551 -
3483  with any questions.

Sincerely,

 /s/ Katherine Wray

 Katherine Wray
        Attorney -Advisor

cc: Via E -mail
 Harvey Kesner, Esq.
 Sichenzia Ross Friedman Ference LLP