SecProbe.io

CORRESP
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    437 Madison Avenue

    New York, NY 10022

    212-940-3000

October
7, 2015

VIA EDGAR

Mark P.
Shuman

Branch Chief
- Legal

Division
of Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

    Re:

    Spherix Incorporated

    Registration Statement on Form S-1

    Filed September 22, 2015

    File No. 333-207078

Dear
Mr. Shuman:

This
letter (this “Response Letter”) is submitted on behalf of Spherix Incorporated (the “Company”) in response
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Registration Statement on Form S-1, File No. 333-207078 (the
“Registration Statement”), as set forth in the letter to Anthony Hayes, CEO, dated October 2, 2015 (the “Comment
Letter”).

For
reference purposes, the text of each of the comments contained in the Comment Letter has been reproduced herein, followed by the
Company’s response.

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 statements 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

Response:
As requested, the following disclosure has been added to the cover page of the prospectus contained in the Registration Statement:

“CONCURRENT
OFFERINGS - On January 24, 2014, our Registration Statement on Form S-1 (File No. 333-192737) was declared effective under
the Securities Act of 1933, as amended, with respect to the resale of 2,302,615 shares of our common stock, including
1,236,130 shares of common stock issuable upon conversion of outstanding shares of our Series D-1 Convertible Preferred
Stock. Sales of common stock by the selling stockholders pursuant to the Prospectus filed on January 28, 2014, the related
Prospectus Supplement filed on February 19, 2014, and the Post-Effective Amendment on Form S-3, filed on April 9, 2014 and
declared effective by the Securities and Exchange Commission on April 11, 2014, or the potential of such sales, could have an
adverse effect on the market price of our common stock.

Mr.
Mark P. Shuman

October 7, 2015

Page 2

On
February 3, 2014, we filed a Registration Statement on Form S-3 (File No. 333-193729) and amended such registration statement
on April 9, 2014 and May 1, 2014, with respect to the resale of 7,777,829 shares of our common stock, consisting of (i) 635,949
shares of common stock, (ii) 156,250 shares of common stock issuable upon conversion of Series F-1 Convertible Preferred Stock,
of which no shares currently remain issued and outstanding, (iii) 4,390,430 shares of common stock issuable upon conversion of
outstanding shares of Series H Convertible Preferred Stock, and (iv) 2,395,200 shares of common stock issuable upon conversion
of Series I Convertible Redeemable Preferred Stock, of which 598,800 shares of the Series I Preferred remains outstanding, as
1,796,400 shares of Series I Preferred Stock has been redeemed by the Company since issuance. The sale of such convertible preferred shares by the selling stockholders, or the potential
of such sales, could have an adverse effect on the market price of our common stock.

On
May 16, 2014, our Registration Statement on Form S-3 (File No. 333-195346) was declared effective under the Securities Act of
1933, as amended, with respect to (a) the resale of 1,778,409 shares of our common stock, including 592,794 shares of common stock
underlying warrants, and (b) the primary sale, in one or more offerings, of any combination of securities described in the prospectus
included in the registration statement having an aggregate initial offering price of up to $30,000,000. Sales of common stock
by the selling stockholders pursuant to the prospectus included in such registration statement or in a prospectus supplement,
or the potential of such sales, could have an adverse effect on the market price of our common stock. We sold 10,000,000 shares
of Series J Convertible Preferred Stock (which shares were later converted to shares of common stock) and issued an additional
125,000 shares of common stock pursuant to such registration statement. The resale of such publicly tradable shares of our common
stock, or the potential of such sales, could have an adverse effect on the market price of our common stock.

On
November 18, 2014, our registration statement on Form S-3 (File No. 333-198498) was declared effective under the Securities Act
of 1933, as amended, with respect to (a) the primary sale, in one or more offerings, of any combination of securities described
in the prospectus included in the registration statement having an aggregate initial offering price of up to $30,000,000, which
is inclusive of (b) the remaining $9,775,000 from Registration Statement from Form S-3 (File No. 333-195346). On July 15, 2015,
we sold 5,719,532 shares of our common stock, par value $.0001 per share and warrants to purchase up to 7,035,024 shares of our
Common Stock (issuable from time to time upon exercise of these warrants) pursuant to such registration statement. The resale
of such publicly tradable shares of our common stock, or the potential of such sales, could have an adverse effect on the market
price of our common stock."

Mr.
Mark P. Shuman

October 7, 2015

Page 3

Plan
of Distribution, page 54

 2. Please
                                         revise your disclosure to state that, with respect to 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.

Response:
As requested, the relevant sentence in the Plan of Distribution section now states that “the Placement Agent is deemed to
be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.”

Incorporation
of Certain Information by Reference, page 56

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

Response:
As requested, we have moved the statement called for by Item 12(b)(1) from the section titled “Where You Can Find More Information”
to the “Incorporation of Certain Information by Reference” section in accordance with this item.

An
amendment to the Registration Statement is being filed in connection with the submission of this Response Letter. The Company
intends to submit a request for acceleration once the Staff has acknowledged that the issues raised in the Comment Letter have
been addressed. The Company acknowledges the written statements requested in the Comment Letter and intends to make such statements
in the acceleration request when made.

Thank
you for your assistance regarding this matter. Please contact the undersigned at (212) 940-3072 or Dan McAvoy at (212) 940-3112
with any further comments or questions you may have.

Sincerely,

/s/
Theodore J. Ghorra

Theodore
J. Ghorra

    cc:
    Anthony Hayes, CEO

    Frank Reiner, CFO

    Daniel McAvoy, Esq.