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Spherix
Incorporated

January
8, 2010

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, 2008

  Forms 10-Q for the Periods Ended March 13, 2009,
  June 30, 2009 and September 30, 2009

  File
  No. 0-5576

Dear
Mr. Decker:

This
letter is being provided by Spherix Incorporated (the “Company”) in response to
your comment letter dated December 18, 2009.
The follow responses correspond to your comments.

SEC Comment

Item 4T — Controls and Procedures, page 14

1.               Please confirm
that there were no changes in internal control over financial reporting during
the quarter ended September 30, 2009 that have materially affected or are
reasonable likely to materially affect your internal controls over financial
reporting.  In future filings, please
revise your disclosure accordingly to clarify this.  Refer to Item 308(c) of Regulation S-K.

Company Response

There
were no changes in the Company’s internal control over financial reporting
during the period covered by this quarterly report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.

SEC Comment

Exhibits 31.1 and 31.2

2.               You have
replaced the word “report” with “annual report” in paragraphs 3 and 4 of your
certifications. Form 10-Q is not an annual report.  In future filings, please revise your
certifications to just use the word “report” instead of “annual report” or “quarterly
report”.  Your certifications should be
in the exact form shown in Item 601(b)(31) of Regulation S-K.  Please show us what your revised
certifications would look like.

Company Response

1.               I have reviewed
this report on Form 10-K of Spherix Incorporated;

6430 Rockledge Drive, Suite
503

Bethesda, MD  20817

Tel.:  (301) 897-2540; Fax:  (301) 897-2567

http://spherix.com

2.               Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.               Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;

4.               The registrant’s
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a—15(f) and 15d—15(f)) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

(b)         Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;

(c)          Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial
reporting; and

5.               The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and
the audit committee of registrant’s board of directors (or persons performing
the equivalent functions):

(a)          All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

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/
  Robert L. Clayton

  Robert L. Clayton

  CFO
  and Treasurer

Spherix
Incorporated

6430
Rockledge Drive, Suite 503, Bethesda, MD 20817

Tel.:
301-897-2540 · Fax:
301-897-2567

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