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CORRESP
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June
8, 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

  Form
  10-Q for the period ended March 31, 2005

  File
  No. 0-5576

Dear
Mr. Decker:

In
response to the SEC’s letter dated May 27, 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 and Form 10-Q for the period ended March 31, 2005.  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 May 27, 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.

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, 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 “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.”

Liquidity and Capital Resources, page 17

2.                          SEC Comments

We
have reviewed your response to comment 6.
Please revise your proposed disclosure to discuss the interest rates on
your debt obligations.  Please refer to
note 46 to SEC Release 33-8350.

Disclosure on Future Filings

Liquidity and Capital Resources

“The
Company renewed its Loan Agreement (the “Agreement”) with Bank of America (the
“Bank”) on June 30, 2004, which provides for borrowing up to $2 million.  Outstanding borrowings under the Agreement
aggregated $1.97 million at December 31, 2004, and are collateralized by a
restricted $2.0 million certificate of deposit.
The interest rate under the agreement is based on the LIBOR fixed rate,
which was 4.28% at year-end.  The total
amount available for further advance to the Company was $33,000 under the
Agreement at December 31, 2004.  The line
expires on June 30, 2005, but the Company anticipates that the line will be
renewed in 2005.  However, if the Company
does not extend the line of credit, the Company believes that it has adequate
funds to meet all of its current obligations for the balance of 2005.”

Contractual Obligations

“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.  The Company’s Debt Obligation, as of
December 31, 2004, consisted solely of the bank line of credit noted above.”

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Statements
of Operations, page 21

3.                          SEC Comment

We
have reviewed your response to comment 8.
Please provide us with a detailed explanation as to the reasons for the
reallocation of rent expenses.  Please
tell us the individual components of the overall reallocation including the
amounts involved.

Spherix

The change in the Company’s
allocation of facility space was prompted by the relocation of the Company’s
BioSpherix division to a separate facility in Annapolis.  The Company’s practice in the past had been
to allocate a portion of the Corporate HQ’s common area space to the
divisions.  Continuing this practice
would have resulted in the InfoSpherix Division being burdened by 100% of this
cost once the BioSpherix Division had moved out of the Beltsville
location.  Since these costs do not
directly benefit the operations of either division, management concluded that
the best approach to take is to allocate these costs directly to Corporate
G&A instead of the divisions operating costs.  The prior year statements were reclassified
for comparison purposes as follows; direct and operating costs were reduced by
$378,000, R&D overhead reduced by $32,000, and G&A increased by
$410,000.

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