SecProbe.io

Mail Stop 4561
October 2, 2015

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

Re: Spherix Incorporat ed
  Registration Statement on Form S-1
Filed  September 22, 2015
  File No.  333-207078

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 .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page

1. Please revise your cover page to include disclosure regarding concurrent offerings  and
disclose the total number of shares that are being concurrently offered.  In this regard, we
refer to your registration st atement s on Form S -3, file no. 333-193729 , which was declared
effective on May 16, 2014 and file no. 333-198498 , which was declared effective on
November 18, 2014.

Plan of  Distribution, page 54

2. Please revise your disclosure to state that,  with respect t o the securities for which it arranges
the sale, the Placement Agent is, rather than may be deemed, an underwriter within the
meaning of Section 2(a)(11) of the Securities Act .

Incorporation of Certain Information by  Reference, page 56

Anthony Hayes
Spherix Incorpora ted
October 2, 2015
Page 2

3. Please revise to include the statements called by Item 12(b)(1) of Form S -1.

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 193 3 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.

Notwithstanding our comments, in the 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 from 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 the 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 fa ct
that those requesting acceleration are aware of their respective 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 registrati on statement.  Please allow adequate time  for us to
review any amendment prior to the requested effective date of the registration statement.

Please contact Ji Shin, Attorney -Advisor,  at (202) 551 -3579  or me at (202) 551 -3462  with
any other questions.

Sincerely,

 /s/ Mark P. Shuman

 Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies and
Services
cc: Theodore J. Ghorra, Esq.
Nixon Peabody LLP