SecProbe.io

September 5 , 2014

Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed August 29, 2014
  File No. 333-198498

Dear Mr. Hayes :

We have limited our review of your registration 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
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Cover Page

1. It appears that you relied upon General Instruction I.B.6. for purposes of selling an
aggregate of $20,225,000 of the securities registered on Form S -3 declared effective May
16, 2014 (file no. 333 -195346).  Please tell us how much  of the $30,000, 000 that you are
now registering is currently accessible  and provide cover page disclosure in this regard .
In addition, tell us:
 The amount of each takedown in the 12 months prior to and including the first
anticipated sale under this Registration Statement;  and
 At each takedown, the amount remaining under General Instruction I.B.6. that
could  be sold, including how you computed the one -third of the aggregate market
value limitation.   Your response should include the number of voting and non -
voting common equity shares held by non -affiliates and an explanation of how
you computed the price of your common equity, including the date(s) of the stock
price used.

Anthony Hayes
Spherix Incorporated
September 5 , 2014
Page 2

Incorporation of Documents by Reference, page 32

2. We note that you do not incorporate by reference the Forms 8 -K filed January 7, 2014
and April 2, 2014.  Please revise to incorporate these forms by reference or advise.  Refer
to Item 12(a)(2) of Form S -3.

Exhibit 5.1

3. Limitations on reliance are not app ropriate in legal opinions.  In particular, the use of the
phrase “ other person ” in the first paragraph on page 4 is unclear.  Please revise to remove
any in appropriate limitations on reliance.   Refer to Section II.A.3.d. of  Staff Legal
Bulletin No. 19 (October 14, 2011).

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 Act of 1933 and
all applicable Se curities 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.

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the 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 fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under th e federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respect ive responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Anthony Hayes
Spherix Incorporated
September 5 , 2014
Page 3

 adequate time for us to review any a mendment prior to the requested effective date of the
registration statement.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions.  If you require further assistance, you may conta ct Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .

Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief —Legal

cc: Via E -mail
 Theodore J. Ghorra, Esq.
 Nixon Peabody LLP