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CORRESP
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May 21,
2007

Attn:  Rufus Decker, Accounting Branch Chief

United States Securities
and Exchange Commission

Washington, D.C.
20549-7010

RE:  Spherix Incorporated Form
10-K for Fiscal Year Ended December 31, 2006

File No. 0-5576

Dear Mr. Decker:

This letter is being
provided by Spherix Incorporated (the “Company”) in response to your comment
letter dated May 2, 2007.  The follow
responses correspond to your comments.

SEC Comment

Consolidated
Statement of Operations, page 23

On page 15, you indicated
that you agreed to a $6 million settlement to end your longstanding legal
dispute with the US Department of Agriculture over the government’s award of
the National Recreation Reservation Service contract to Reserve America.  Please tell us how you determined that this
settlement amount should not be included as a component of operating
income.  Refer to Rule 5-03(b)(7) of
Regulation S-X

Company Response

The Company received the
one time settlement award from the US Department of Agriculture as part of an
agreement in which the Company agreed to withdraw its long-standing protest of
a contract award to a competitor, and was not a reimbursement for services
performed by the Company.

The determination
regarding the appropriate financial statement classification was based on the
fact that the settlement award did not represent income earned from operations
(i.e. earned in exchange for services performed), accordingly, the award was
required to be classified as non-operating income under miscellaneous other
income of Rule 5-03(b)(7)(d).  Given the
materiality of the settlement and that it did not represent income earned from
operations, inclusion of the $6 million as operating income would have
resulting in misleading reporting of the Company’s financial performance and comparison
between years.

  x  Corporate
  Headquarters

  o  Cumberland Regional
  Office

  12051 Indian
  Creek Court

  12501 Willowbrook Road

  Beltsville,
  Maryland 20705

  Cumberland, Maryland
  21502

  (301) 419-3900

  (301) 722-9100

  Fax: (301)
  210-4908/09

  Fax: (301) 722-9103

  www.spherix.com

  www.spherix.com

SEC Comment

Exhibits 31 and 32

Your certifications are
dated March 6, 2007.  However, your
auditor’s report is dated March 29, 2007.
It is not clear how you were able to provide these certifications prior
to the date of the auditor’s report.  Please
advise or amend your Form 10-K for the year ended December 31, 2006
in its entirety to provide currently dated certifications.  In a similar manner, please address the date
that your officers and directors signed the Form 10-K on page 54.

Company Response

The Company’s initial
Form 10-K filing was in error as the Company failed to update certain
dates before filing.  The Company has
filed a Form 10-K/A with the officer/director signatures and the
certifications dated March 29, 2007.
This is the date such documents were approved by the parties.

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

President and CEO