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CORRESP
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April 22, 2005

Spherix Incorporated

12051 Indian Creek Court

Beltsville, MD 20906

Attn: Rufus Decker, Branch Chief

Securities and Exchange Commission

Washington, DC 20549-0510

RE:        Form 10-K for
the Fiscal Year Ended December 31, 2004, File No. 0-5576

To Whom It May Concern:

In response to the SEC’s letter dated April 12, 2005, the Company
is pleased to provide the following responses to the Commission’s request for
additional information regarding our Form 10-K filing for the fiscal year
ended December 31, 2004.  Attached
hereto are the Staff’s inquiries and the Company’s responses which have been
numbered to correspond to the paragraph numbers contained in the April 12,
2005 letter.

The Company also acknowledges that:

•                  the Company is responsible for the adequacy and accuracy of
the disclosure in their filings;

•                  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.

I would appreciate the opportunity to discuss any remaining issues with
the Staff before it makes any additional written comments.  You may contact me (301) 419-3900.

Sincerely,

  /s/ Richard C. Levin

  Richard C. Levin

  CEO, President and CFO

Comment
Applicable to your Overall Filing

1.                          SEC
Comment

Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response what the
revisions will look like.  These
revisions should be included in your future filings.

Spherix

Our proposed revisions will be set forth under the caption “Revised
Disclosure on Future Filings.”  New
language proposed to address the Staff’s comments will be underlined to
highlight the relevant language.  Any
related explanations or comments will be set forth under the caption “Spherix.”

Environment, page 9

2.                          SEC
Comment

Please revise your disclosure to clarify whether you believe
environmental matters will have a material effect on cash flows.

Revised
Disclosure on Future Filings

“Compliance with current federal, state and
local provisions regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, has not had, and in
the opinion of management, will not have, a material effect on the Company’s
financial position, net income, capital expenditures, cash flows or
competitive position.”

Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 12

3.                          SEC
Comment

Revise your disclosure to clarify what you mean by “high-end”
royalties.

Revised
Disclosure on Future Filings

“BioSpherix
engages in product development, notably tagatose.  The exclusive rights to manufacture tagatose
have been licensed to a foreign entity along with the exclusive rights to sell
tagatose for food and beverage uses.
Tagatose was first introduced in commercial products in 2003.  Beginning July 2003, the Company has
earned approximately $4,000 and $3,000 in royalty revenue for the years 2004
and 2003, respectively, which have been credited against Arla’s patent
maintenance costs.  The royalties
rates payable under the licensing agreement with Arla vary based on a complex
matrix that is dependent on such factors as quantity, price and intended
use.  The royalty rates under the
original agreement with Arla contained rates payable during the patent term
(referred to hereafter as “high-end royalties”) and lower rates payable after
the patent term that continue for another five years after the last to expire
patents.  The precise royalty rates have
not been disclosed as they are proprietary and confidential.  As part of the November 2003 settlement
of the arbitration proceeding with its licensee, the parties agreed to extend
the date through which the Company shall be entitled to the high-end royalties
for tagatose sales until at least March 25, 2011, and until August 25,
2016, subject to certain conditions.
Future royalties will depend on increased sales of this product by the
licensee, which are outside of the control of the Company.  In 2004, one pharmaceutical company purchased
Naturlose for potential use in a pharmaceutical product.  Although the pharmaceutical company has since

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purchased
additional amounts of Naturlose, the outcome of the development program is yet
to be determined.  Development of sales
for non-food uses of tagatose (“Naturlose”) retained by the Company, may be
further limited by the lack of adequate and continuing supply from Arla.”

4.                          SEC
Comment

Please revise your disclosure to provide additional information
regarding the anticipated impact, referred to on page 5, of the more
competitive price structure used to win the re-procurement of your contract
with the state of Maryland.

Revised
Disclosure on Future Filings

“In 2004, the Company won the re-procurement of the Maryland
information center contracts, which the Company has operated since 1998.  The new contracts are for three years plus
two additional option years.  The
combined Maryland contracts contributed 22% to the Company’s revenues in
2004.  Future revenues will reflect the
more competitive price structure used to win the recompete.  While Spherix was not the lowest bidder, the
Company’s higher technical scoring gave the Company an overall higher score
than the competition.  Management is
uncertain as to the financial impact the price reduction will have as the
Company hopes that the lower rates will encourage the state to outsource more
of its call center needs to Spherix under its umbrella contract with the
state.  The previous contract initially
operated at a loss during its first year and had matured to respectable
contribution margin by the time the contract ended in late 2004.  This increase was gained through the
continued outsourcing of more of the state’s call center needs to Spherix under
the contract.  The new contract was bid
at a 20% lower contribution rate, but the company hopes to also increase this
rate over the next five years through continued expansion of service to the
state and through cost reductions and other efficiency gains.

5.                          SEC
Comment

Please tell us more regarding the nature of the $250,000 credit related
to legal fees incurred in 2003 to help us understand why you believe it is
appropriately recognized in 2004.

Spherix

On September 22, 2004, the Company agreed to settle an outstanding
accounts payable balance from 2003 by agreeing to pay $133,000 of the $385,888
balance that was due as indicated by the September 22, 2004 letter below.

Dear Richard,

I understand from Joan that you have made a
offer to settle your outstanding receivable with the firm of $385,888.09
($352,751.61 in fees, and $33,136.48 in costs) by paying us a total of
$133,000.

We have reviewed your payment history over the course of the
engagement, and because we value the firm’s relationship with Spherix, we
accept your offer of $133,000, provided that we are paid by September 30,
2004.  I have asked Joan to forward to
you our banking information so that you can pay by wire transfer.

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Liquidity and Capital Resources, page 17

6.                          SEC
Comments

Please revise your table of contractual cash obligations to include
estimated interest payments on your debt.
Because the table is aimed at increasing transparency of cash flow, we
believe these payments should be included in the table.  Please also disclose any assumptions you made
to derive these amounts.

Spherix

The Company’s line of credit balance varies significantly over the
course of the year, and from year to year and is greatly effected by future
events such as the winning or losing of contracts.  Future interest obligations therefore cannot
be reasonably estimated.  However, we
believe that the Commission’s stated goal of transparency is being achieved
through our disclosure in the financial statements of the terms of the line of
credit along with the inclusion of relevant information such as the outstanding
balance, the availability on the line and the interest rate on the line as of
the balance sheet date.  To ensure
transparency, the Company will revise our obligations disclosure as follows.

Revised
Disclosure on Future Filings

“The following table summarizes the Company’s known contractual
obligations at December 31, 2004, and indicates the year payments are
due.  In some cases estimates have been
used where the exact amount and/or timing of the obligation is not presently
known.  The table does not include
ordinary accounts payable and payroll type obligations and does not include
estimates for future interest obligation payments under the Company’s bank line
of credit noted above in the Liquidity and Capital Resources sections.

Financial Statements

7.                          SEC
Comment

Please revise your Exchange Act filings to disclose the terms of the
Gantt termination agreement, discussed in your Form 8-K filed August 31,
2004.  Please also revise to discuss your
accounting for the agreement.

Revised
Disclosure on Future Filings

“Related Party Transactions”

“On August 31, 2004, Thomas W. Gantt resigned as CEO and President
of the Registrant and as a member of the Board of Directors of the
Registrant.  On August 31, 2004, Mr. Gantt
and the Registrant executed a Termination Agreement & Mutual Releases
(the “Termination Agreement”).  The
Termination Agreement provides that Mr. Gantt shall be placed on an
inactive status through February 28, 2005.
During this period:  (i) Mr. Gantt
will assist with special projects which may be agreed upon by the Registrant
and Mr. Gantt; (ii) he will be entitled to his full salary and
benefits; and (iii) vested stock options shall remain exercisable.  At December 31, 2004, the Company’s remaining
obligation under this agreement was $39,000 for Mr. Gantt’s salary through
February 28, 2005, which will be expensed as incurred.  Mr. Gantt releases and discharges the
Registrant from all claims arising from his employment by the Registrant and the
Registrant releases and discharges Mr. Gantt from all claims based upon
the facts presently known to the Chairman of the Board of the Registrant.  Mr. Gantt further agrees not to compete
with certain aspects of the Registrant’s information services business through December 31,
2006.”

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Statements
of Operations, page 21

8.                          SEC
Comment

Please explain the changes in reported operating expense line items
from the amounts previously reported.
Please also tell us why you believe the changes have been properly
reflected.

Spherix

The change in reported operating expense noted above relates to a
change in the allocation of rent expense.
The prior year statements were reclassified for comparison
purposes.  Management does not consider
this change to be significant.

Note 1 -
Summary of Significant Accounting Policies, page 25

9.                          SEC
Comment

Please disclose the types of expenses that you include in the direct
contract and operating costs line item and the types of expenses that you
include in the selling, general and administrative expenses line item.

Revised
Disclosure on Future Filings

“Direct Contract and Operating Costs”

“The Company’s direct contract and operating costs consists
primarily of labor and fringe costs for contact center personnel, telephone
related costs, depreciation on computer hardware and software and related
facilities costs.”

“Selling, General and Administrative Expense”

“The Company’s selling, general and
administrative expenses consist primarily of executive management salaries and
fringes, sales and marketing costs, finance and accounting, human resources, as
well as costs related to being a public company.”

Property
and Equipment and Depreciation, page 25

10.                   SEC Comment:

Please disclose the nature of your internal-use software and the type
of expenses capitalized during the latest three fiscal years and subsequent
interim period.

Revised
Disclosure on Future Filings

“Computer hardware and software includes the cost of internally developed
software programs, which have long-term benefits.  The Company has developed and continues to
develop a large variety of software applications that are used in the
performance of its multiple contact center and park reservation contracts.  These applications are designed to aid our
telephone operators in providing information to the public as well as
collecting caller information.  The
Company has also developed software applications that we use to processes park
reservation transactions.  The Company capitalizes
the labor and fringe costs incurred by our software programmers in the
development of these applications as well as the costs incurred in creating
functionality enhancements.”

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Accounting
for Stock-Based Compensation, page 26

11.                   SEC Comment

Please disclose the circumstances that resulted in the 2003 pro forma
stock-based compensation benefit.

Revised
Disclosure on Future Filings

“The Company applies APB Opinion No. 25 and related interpretations
in accounting for stock-based compensation.
Accordingly, because the exercise price of options granted has typically
been at market price, no compensation cost has been recognized, with the
exception of approximately $31,050 of compensation expense realized in both
2004 and 2003 as a result of issuing certain option grants at below market in
2002.  In 2003, the Company realized a
net benefit from stock-based employee compensation as a result of options that
were forfeited upon the termination of the employment of the Company’s former
President and COO.  The Company
elected the “disclosure only” presentation of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation in 1996 and,
consequently, makes no charge against income in the financial statements with
respect to options granted with exercise prices at or above fair market value.”

Note 8—
Stockholders’ Equity Private Placements, page 29

12.                   SEC Comment

Please disclose how you accounted for the extension of the expiration
dates of the warrants held by an institutional investor.

Spherix

The Company does not have any additional information to disclose, as an
extension of the expiration date of warrants has no financial effect.

Note 10—
Commitments and Contingencies Leases, page 31

13.                   SEC Comment

Please disclose how you account for (a) step rent provisions and
escalation clauses and (b) capital improvement funding and other lease
concessions, which may be present in your leases.  You say, “These future minimum rentals do not
include consumer price index adjustments to which some of the leases are
subject.”  Please tell us why not.  Paragraph 5.n. of SFAS 13, as amended by SFAS
29, discusses how lease payments that depend on an existing index or rate, such
as the consumer price index or the prime interest rate, should be included in
your minimum lease payments.  Please
quantify for us the differences, if any, between your accounting and that
required by SFAS 13 and FTB 88-1.  Please
show us the significance of any difference to your pre-tax income for each of
the last three years.  Please also show
in your analysis for each period the significance to that period’s pre-tax
income of recording a cumulative catch-up adjustment in that period.  Please tell us how you considered the
materiality of the cumulative catch-up adjustment in each period in reaching
any materiality conclusions.  Please also
tell us whether and when you plan on reco