SecProbe.io

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 Dominari Holdings Inc.

 725 5 th Avenue, 22 nd Floor

 New York, NY 10022

 April 28, 2025

 VIA EDGAR

 John Dana Brown

 Division of Corporation Finance

 Office of Crypto Assets
U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

 Re:

 Dominari Holdings Inc.

 Registration Statement on Form S-3
 Filed April 21, 2025

 File No. 333-286648

 Dear John Dana Brown:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Dominari Holdings Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on April 28, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Anthony Hayes

 Anthony Hayes

 Chief Executive Officer

 cc:

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Anthony Hayes
Chief Executive Officer
Dominari Holdings Inc.
725 5th Avenue, 22nd Floor
New York, NY 10022

 Re: Dominari Holdings Inc.
 Registration Statement on Form S-3
 Filed April 21, 2025
 File No. 333-286648
Dear Anthony Hayes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact John Dana Brown at 202-551-3859 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Robert F. Charron
</TEXT>
</DOCUMENT>

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Dominari Holdings Inc.

725 5th Avenue, 22nd Floor

New York, NY 10022

December 19, 2024

VIA EDGAR

Irene Paik

Division of Corporation Finance

Office of Crypto Assets

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:
    Dominari Holdings Inc.

    Registration Statement on Form S-3

 Filed December 13, 2024

    File No. 333-283804

Dear Irene Paik:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Dominari Holdings Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on December 23, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/
Anthony Hayes

    Anthony Hayes

    Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

December 18, 2024
Anthony Hayes
Chief Executive Officer and Chairman
Dominari Holdings Inc.
725 5th Avenue, 22nd Floor
New York, NY 10022
Re:Dominari Holdings Inc.
Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-283804
Dear Anthony Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Adam C. Berkaw

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AIkido Pharma Inc.

One Rockefeller Plaza, 11th Floor

New York, New York 10020

June 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Ada D. Sarmento

    Re:
    AIkido Pharma Inc.

    Registration Statement on Form S-3, as amended

    Filed May 11, 2020

    File No. 333-238172

Dear Ada:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, AIkido Pharma Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form S-3 so that it will become effective at 4:00 P.M. EST on June 18, 2020, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Anthony Hayes

    Anthony Hayes

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

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AIkido Pharma Inc.

One Rockefeller Plaza, 11th Floor

New York, New York 10020

June 12, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ada D. Sarmento

    Re:
    AIKIDO PHARMA INC.

Amendment No. 1 to Registration Statement
on Form S-3

Filed June 8, 2020

File No. 333-238172

Dear Ada:

AIkido Pharma Inc. (the
“Company”, “we”, “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission,
dated June 11, 2020, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-3 previously filed on June
8, 2020 (the “Registration Statement”) for the Staff’s review.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Amendment No. 1 to Registration Statement on Form
S-3

Licenses, Page 5

1. We note your response to our prior comment
2. Please revise to disclose the aggregate future potential milestone payments, a range for the percentage of net sales royalty
not to exceed ten percent and a range for the minimum annual royalty.

RESPONSE: In response to the Staff’s
comment, we revised the disclosure on page 5 of Registration Statement.

We thank the Staff for
its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Robert
F. Charon, Esq. of Ellenoff Grossman & Schole LLP at rcharon@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Anthony Hayes

        Anthony Hayes, Chief Executive Officer

        AIkido Pharma Inc.

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
June 11, 2020
Anthony Hayes
Chief Executive Officer
Aikido Pharma Inc.
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Re:Aikido Pharma Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed June 8, 2020
File No. 333-238172
Dear Mr. Hayes:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 22, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-3
Licenses, page 5
1.We note your response to our prior comment 2.  Please revise to disclose the aggregate
future potential milestone payments, a range for the percentage of net sales royalty not to
exceed ten percent and a range for the minimum annual royalty.

 FirstName LastNameAnthony Hayes
 Comapany NameAikido Pharma Inc.
 June 11, 2020 Page 2
 FirstName LastName
Anthony Hayes
Aikido Pharma Inc.
June 11, 2020
Page 2
            Please contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert F. Charron, Esq.

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AIkido Pharma Inc.

One Rockefeller Plaza, 11th Floor

New York, New York 10020

June 8, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ada D. Sarmento

    Re:
    AIKIDO PHARMA INC.

    Registration Statement on Form S-3

    Filed May 11, 2020

    File No. 333-238172

Dear Ada:

AIkido Pharma Inc. (the
“Company”, “we”, “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission,
dated May 22, 2020, regarding the Company’s Registration Statement on Form S-3 previously filed on May 11, 2020 (the “Registration
Statement”) for the Staff’s review.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Registration Statement on Form S-3

Prospectus Summary

Business Overview, Page 1

1. We note several statements in this section
regarding the efficacy of your product candidates. Efficacy is a determination that is solely within the authority of the FDA or
similar foreign regulators. You may present clinical trial end points and objective data resulting from trials without concluding
efficacy, and you may state that your product candidates are well tolerated if true. Please revise these statements accordingly.

RESPONSE: In response to the Staff’s
comment, we revised the disclosure on page 1 of Registration Statement.

Licenses, Page 5

2. Please disclose the material terms of
the Master License Agreement with the University of Maryland, Baltimore and file it as an exhibit or explain to us why it is not
material to an investment decision. Please also revise to indicate the current stage of development for the licensed technology.

RESPONSE: In response to the Staff’s
comment, we revised the disclosure on page 5 of Registration Statement.

We thank the Staff for
its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Robert
F. Charon, Esq. of Ellenoff Grossman & Schole LLP at rcharon@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Anthony Hayes

        Anthony Hayes, Chief Executive Officer

        AIkido Pharma Inc.

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
May 22, 2020
Anthony Hayes
Chief Executive Officer
Aikido Pharma Inc.
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Re:Aikido Pharma Inc.
Registration Statement on Form S-3
Filed May 11, 2020
File No. 333-238172
Dear Mr. Hayes:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
Business Overview, page 1
1.We note several statements in this section regarding the efficacy of your product
candidates. Efficacy is a determination that is solely within the authority of the FDA or
similar foreign regulators. You may present clinical trial end points and objective data
resulting from trials without concluding efficacy, and you may state that your product
candidates are well tolerated if true. Please revise these statements accordingly.
Licenses, page 5
2.Please disclose the material terms of the Master License Agreement with the University of
Maryland, Baltimore and file it as an exhibit or explain to us why it is not material to an

 FirstName LastNameAnthony Hayes
 Comapany NameAikido Pharma Inc.
 May 22, 2020 Page 2
 FirstName LastName
Anthony Hayes
Aikido Pharma Inc.
May 22, 2020
Page 2
investment decision. Please also revise to indicate the current stage of development for the
licensed technology.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert F. Charron, Esq.

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March 2, 2020

VIA FACSIMILE AND EDGAR

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Re:  SPHERIX
                                         INCORPORATED

    Registration
                                         Statement on Form S-1 (Registration No. 333-236199) -

    Concurrence
                                         in Acceleration Request

Ladies and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Spherix Incorporated that the effective date of the above-referenced registration statement be accelerated to 9:00
A.M. Eastern Time on Tuesday, March 3, 2020, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act.
Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

    Name:
                                         Edward D. Silvera

Title:
Chief Operating Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright
& Co., LLC | Member: FINRA/SIPC

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Spherix Incorporated

One Rockefeller Plaza, 11th Floor

New York, New York 10020

March 2, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Jonathan Burr

    Re:
    Spherix Incorporated

    Registration Statement on Form S-1, as amended

    Filed January 31, 2020

    File No. 333-236199

Dear Mr. Burr:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Spherix Incorporated (the “Company”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 9:00 A.M. EST on March 3, 2020, or as soon as
thereafter practicable. The Company hereby withdraws the previously filed acceleration request which was filed with the U.S. Securities
and Exchange Commission on February 28, 2020.

    Very truly yours,

    /s/ Anthony Hayes

    Anthony Hayes

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Sheppard, Mullin, Richter & Hampton LLP

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Spherix Incorporated

One Rockefeller Plaza, 11th Floor

New York, New York 10020

February 28, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Jonathan Burr

    Re:
    Spherix Incorporated

    Registration Statement on Form S-1, as amended

    Filed January 31, 2020

    File No. 333-236199

Dear Mr. Burr:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Spherix Incorporated hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 P.M. EST on March 2, 2020, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Anthony Hayes

    Anthony Hayes

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Sheppard, Mullin, Richter & Hampton LLP

February 10, 2020
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Re:Spherix Incorporated
Registration Statement on Form S-1
Filed January 31, 2020
File No. 333-236199
Dear Mr. Hayes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jonathan Burr at 202-551-5833 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

July 25, 2019
Anthony Hayes
Chief Executive Officer
SPHERIX INCORPORATED
One Rockefeller Plaza
New York, NY 10020
Re:SPHERIX INCORPORATED
Preliminary Proxy Statement on Schedule 14A
Filed June 19, 2019
File No. 000-05576
Dear Mr. Hayes:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

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Spherix Incorporated

One Rockefeller Plaza

New York, New York 10020

July 24, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, DC 20549

Attn: Folake Ayoola

 Re: SPHERIX INCORPORATED

Preliminary Proxy Statement on

Schedule
14A Filed June 19, 2019

File No. 000-0557

Dear Mr. Ayoola:

Spherix Incorporated (the
“Company”, “we”, “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated July 2, 2019, regarding the Company’s Schedule 14A previously filed on June
19, 2019 (the “Proxy”) for the Staff’s confidential review.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Preliminary Proxy Statement

General

 1. Please revise to provide pro forma financial information related to the
acquisition of substantially all of the assets of CBM or tell us why you believe such financial information is not material. For
guidance, please refer to Note A to Schedule 14A, Item 14 of Schedule 14A, and Section H.6. of our July 2001 Interim Supplement
to Publicly Available Telephone Interpretations. In this regard, we note that you will issue $7 million of the company's securities
and pay $1 million in cash consideration, which amount you indicate will be held back at the closing until certain equity financing
milestones are met. Please expand your disclosure to discuss the equity financing.

RESPONSE:

We do not believe that pro forma financial information
related to  the Company’s acquisition of substantially all of the assets of CBM BioPharma, Inc.
(“CBM”) is required based upon the following:

The assets to be acquired in the CBM transaction do
not have any associated revenues, and we understand that the focus of the SEC’s rules in this area is whether the revenue
producing activity associated with the acquired assets will remain generally the same after the acquisition.  Moreover, any
historical financial statements would merely reflect the expenses of developing CBM’s lead compound and conducting the clinical
trials, and would be irrelevant to future operations and revenues and expenses expected to result from the commercialization of
the compound.  In addition, there are no physical facilities, distribution systems, sales force, or customers being transferred.
Also, now that the acquisition is taking the form of an asset purchase rather than a merger, the Company is no longer acquiring
a legal entity, therefore we believe that the facts in this particular circumstance overcome the presumption that a business has
been acquired.

Regulation S-X 3-05 specifies the SEC’s
requirements for audited financial statements of businesses acquired or to be acquired, while Article 11 specifies required pro
forma financial information.  These requirements only apply to the acquisition of a “business” – not to
the acquisition of unrelated assets.

In response to the Staff’s comment, we
have revised the Proxy in the sections entitled, “The Acquisition –– Structure of the Acquisition,”
“The Acquisition,” “The Asset Purchase Agreement” and “CBM’s Development Plan”
to expand our disclosure of the assets of CBM being acquired by the Company.

Additionally, we have revised the Proxy on
pages 1, 26, 31, 45 and 51 to expand on disclosure of the equity financing milestones that must be met in order for the cash portion
of the purchase consideration to be paid to CBM.

*****

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Sarah Williams, Esq. at swilliams@egsllp.com
or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Anthony Hayes

        Anthony Hayes, Chief Executive Officer

        Spherix Incorporated

    cc:
    Ellenoff Grossman & Schole LLP

July 2, 2019
Anthony Hayes
Chief Executive Officer
SPHERIX INCORPORATED
One Rockefeller Plaza
New York, NY 10020
Re:SPHERIX INCORPORATED
Preliminary Proxy Statement on Schedule 14A
Filed June 19, 2019
File No. 000-05576
Dear Mr. Hayes:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement
General
1.Please revise to provide pro forma financial information related to the acquisition of
substantially all of the assets of CBM or tell us why you believe such financial
information is not material.  For guidance, please refer to Note A to Schedule 14A, Item
14 of Schedule 14A, and Section H.6. of our July 2001 Interim Supplement to Publicly
Available Telephone Interpretations. In this regard, we note that you will issue $7 million
of the company's securities and pay $1 million in cash consideration, which amount you
indicate will be held back at the closing until certain equity financing milestones are met.
Please expand your disclosure to discuss the equity financing.

 FirstName LastNameAnthony Hayes
 Comapany NameSPHERIX INCORPORATED
 July 2, 2019 Page 2
 FirstName LastName
Anthony Hayes
SPHERIX INCORPORATED
July 2, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Folake Ayoola,
Special Counsel, at (202) 551-3673 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

Mail Stop 4561
January 17, 2018

Anthony Hayes
Chief Executive Officer
Spherix Incorporated
One Rockefeller Plaza
New York, NY 10020

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed January 9 , 2018
  File No. 333-222488

Dear Mr. Hayes :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Matt hew Derby , Staff Attorney,  at (202) 551 -3334  with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:   Sarah Williams, Esq.
Ellenoff Grossman & Schole LLP

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Spherix
Incorporated

One
Rockefeller Plaza

New
York, NY 10020

January
18, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
Ivan Griswold

    Re:
    Spherix Incorporated

    Registration Statement on Form S-3

    File No. 333-222488

Dear
Mr. Griswold:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Spherix Incorporated hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 10:00 a.m. Eastern Standard Time on Friday, January
19, 2018, or as soon as practicable thereafter.

    Very truly yours,

    /s/ Anthony
    Hayes

    Name: Anthony Hayes

    Title: Chief Executive Officer

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LAIDLAW & COMPANY (UK) LTD.

546 Fifth Avenue, 5th Floor

New York, New York 10036

July 18, 2017

Via
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Spherix Incorporated Registration Statement on Form S-1

    (SEC File No. 333-218216)

Ladies and Gentleman:

In connection with the above referenced Registration
Statement, and pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
the undersigned, the representative of the several underwriters (the “Representative”), hereby joins in the request
of Spherix Incorporated that the effective date of the above-referenced Registration Statement be accelerated so that the Registration
Statement may become effective on 5:30 p.m. Eastern Time on Tuesday, July 18, 2017, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please
be advised that during the period from July 3, 2017 through the date of this letter, the preliminary prospectus, dated July 3,
2017 (the “Preliminary Prospectus”), in connection with the Registration Statement were distributed (either in print
or electronic form) approximately as follows:

    Copies to underwriters:
    20

    Copies to prospective dealers:
    0

    Copies to prospective institutional investors:
    20

    Copies to prospective retail investors:
    50

    Total
    90

Copies of the Preliminary Prospectus were
available to anyone requesting the same at the offices of the underwriters.

The Representative confirms on behalf of itself
and the several underwriters that they have complied with and will continue to comply with Rule 15c2-8 promulgated under the Securities
Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Sincerely,

LAIDLAW &
COMPANY (UK) LTD.

As Representative of the several underwriters

/s/ Hugh Regan__________________________

By: Hugh Regan

Title: Executive Director

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Spherix Incorporated

One Rockefeller Plaza, 11th
Floor

New York, NY 10020

    July 18, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeff N. Kauten

    Re:
    Spherix Incorporated

    Registration Statement on Form S-1

    Filed May 24, 2017, as amended

    File No. 333-218216

Dear Mr. Kauten:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Spherix Incorporated (the “Registrant”) hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 5:30 p.m. EDT on Tuesday, July 18, 2017, or as soon as thereafter
practicable. Please direct any questions regarding the foregoing to the undersigned at (703) 992-9325 or to Sarah Williams of Ellenoff
Grossman & Schole LLP at (212) 370-1300.

Very truly yours,

/s/ Anthony Hayes

Anthony Hayes

Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Sheppard, Mullin, Richter & Hampton LLP

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Spherix
Incorporated

One
Rockefeller Plaza, 11th Floor

New
York, NY 10020

    July
    17, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jeff N. Kauten

    Re:
    Spherix Incorporated

    Registration Statement on Form S-1

    Filed May 24, 2017, as amended

    File No. 333-218216

 Dear
Mr. Kauten:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Spherix Incorporated (the “Registrant”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. EDT
on Monday, July 17, 2017, or as soon as thereafter practicable. Please direct any questions regarding the foregoing to the undersigned
at (703) 992-9325 or to Sarah Williams of Ellenoff Grossman & Schole LLP at (212) 370-1300.

Very
truly yours,

/s/
Anthony Hayes

Anthony
Hayes

Chief
Executive Officer

    cc:
    Ellenoff Grossman & Schole
    LLP

    Sheppard, Mullin, Richter & Hampton LLP

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LAIDLAW & COMPANY (UK) LTD.

546 Fifth Avenue, 5th Floor

New York, New York 10036

July 17, 2017

Via
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	         Spherix Incorporated Registration
Statement on Form S-1

(SEC File No. 333-218216)

Ladies and Gentleman:

In connection with the
above referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations under the Securities Act
of 1933, as amended (the “Act”), the undersigned, the representative of the several underwriters (the “Representative”),
hereby joins in the request of Spherix Incorporated that the effective date of the above-referenced Registration Statement be accelerated
so that the Registration Statement may become effective on 5:00 p.m. Eastern Time on Monday, July 17, 2017, or as soon as practicable
thereafter.

Pursuant to Rule 460
under the Act, please be advised that during the period from July 3, 2017 through the date of this letter, the preliminary prospectus,
dated July 3, 2017 (the “Preliminary Prospectus”), in connection with the Registration Statement were distributed (either
in print or electronic form) approximately as follows:

    Copies to underwriters:
    20

    Copies to prospective dealers:
    0

    Copies to prospective institutional investors:
    20

    Copies to prospective retail investors:
    50

    Total
    90

Copies of the Preliminary
Prospectus were available to anyone requesting the same at the offices of the underwriters.

The Representative confirms
on behalf of itself and the several underwriters that they have complied with and will continue to comply with Rule 15c2-8 promulgated
under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Sincerely,

LAIDLAW &
COMPANY (UK) LTD.

As Representative of the several underwriters

/s/ Hugh
Regan

By: Hugh Regan

Title: Executive Director

Mail Stop 4561

June 2, 2017

Anthony Hayes
Chief Executive Officer
Spherix Incorporated
One Rockefeller Plaza, 11th Floor
New York, NY 10020

Re: Spherix Incorporated
  Registration Statement on Form S-1
Filed  May 24, 2017
  File No.  333-218216

Dear Mr. Hayes :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551-3447, or in his absence, me at
(202) 551 -3453, with any questions.   If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Robert F. Charron, Esq.
 Ellenoff Grossman & Schole LLP

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December 1, 2015

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange
Commission

Division of Corporate Finance

Washington, DC 20549

  Re: SPHERIX INCORPORATED

  Registration Statement on Form S-1 (Registration No. 333-207078) -

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright
& Co., LLC (“Wainwright”), as exclusive placement agent for the referenced offering, hereby concurs in the
request by Spherix Incorporated that the effective date of the above-referenced registration statement be accelerated to 4:01 p.m.
(Eastern Time), or as soon as practicable thereafter, on December 1, 2015, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Very
truly yours,

H.C. WAINWRIGHT
& CO., LLC

	By:
/s/ Mark W. Viklund

          Name:
Mark W. Viklund

          Title: Chief Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

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Spherix Incorporated

6430 Rockledge Drive, Suite 503

Bethesda, MD 20817

(703) 992-9260

December 1, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Spherix Incorporated

    Registration Statement on Form S-1

    File No. 333-207078

Ladies and Gentlemen:

Spherix Incorporated (the
“Company”) hereby requests that the effective date of the Registration Statement referenced above (the
“Filing”) be accelerated so that it will be declared effective at 4:01 p.m. EST on Tuesday, December 1, 2015
pursuant to Rule 461(a) under the Securities Act of 1933, as amended, or as soon thereafter as possible.

The Company hereby acknowledges that:

 · if the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this request, please do not hesitate to contact Theodore Ghorra, Esq.
at (212) 940-3072, of Nixon Peabody LLP, counsel to the Company, with any further comments or questions.

Very truly yours,

Spherix Incorporated

By:	/s/ Anthony Hayes

       	Name:	Anthony Hayes

      	Title:	  Chief Executive
Officer

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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.

Mail Stop 4561
October 2, 2015

Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877

Re: Spherix Incorporat ed
  Registration Statement on Form S-1
Filed  September 22, 2015
  File No.  333-207078

Dear Mr. Hayes :

We have limited our review of your registration statement to those issues we have addressed
in our comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

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 st atement s 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.

Plan of  Distribution, page 54

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

Incorporation of Certain Information by  Reference, page 56

Anthony Hayes
Spherix Incorpora ted
October 2, 2015
Page 2

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Act of 193 3 and all
applicable Securities  Act rules require.   Since the company and its management are in possession of
all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority , declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve  the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the fa ct
that those requesting acceleration are aware of their respective responsibilities under the Securities
Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registrati on statement.  Please allow adequate time  for us to
review any amendment prior to the requested effective date of the registration statement.

Please contact Ji Shin, Attorney -Advisor,  at (202) 551 -3579  or me at (202) 551 -3462  with
any other questions.

Sincerely,

 /s/ Mark P. Shuman

 Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies and
Services
cc: Theodore J. Ghorra, Esq.
Nixon Peabody LLP

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    spexcorresp_nov142014.htm

Spherix Incorporated

6430 Rockledge Drive, Suite 503

Bethesda, MD 20817

(703) 992-9260

November 14, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Spherix Incorporated

          Registration Statement on Form S-3

          File No. 333-198498

Ladies and Gentlemen:

Spherix Incorporated (the “Company”) hereby requests that the effective date of the Registration Statement referenced above (the “Filing”) be accelerated so that it will be declared effective at 10:00 a.m. on Tuesday November 18, 2014 pursuant to Rule 461(a) under the Securities Act of 1933, as amended, or as soon thereafter as possible.

The Company hereby acknowledges that:

●

if the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

●

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Spherix Incorporated

By:          /s/ Anthony Hayes

Name:    Anthony Hayes

Title:      Chief Executive Officer

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437 Madison Avenue

New York, NY 10022

212-940-3000

October 21, 2014

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

Amendment No. 1 to Registration Statement on Form S-3

Filed September 15, 2014

File No. 333-198498

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-3, File No. 333-198498 (as amended by Amendment No. 1 thereto, the “Registration Statement”), as set forth in the letter to Anthony Hayes dated October 3, 2014 (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.

The level of detail added in response to prior comment 1 obscures other information on the cover page that is key to an investment decision. Please revise to succinctly state that you are not currently eligible to sell any securities pursuant to this prospectus. In addition, relocate the detailed explanation relating to the computation of amounts you may sell and the times at which sales may occur. Finally, revise the added language to disclose that under General Instruction I.B.6 of Form S-3 you may sell no more than one-third of the aggregate market value of the voting and non-voting equity held by non-affiliates. Your current disclosure does not include the one-third limitation.

Response:  The Company proposes to amend the paragraph on the cover page relating to the Instruction I.B.6. limitation to read as follows:

Because the registration statement to which this prospectus relates was filed in reliance on Instruction I.B.6. of Form S-3, the maximum amount of securities that we may sell pursuant to this prospectus in any twelve month period is limited to one-third of the aggregate market value of our outstanding common stock held by non-affiliates.  Based on this limitation, we are not eligible to sell any securities pursuant to this prospectus as of the date of this prospectus.  See “About this Prospectus” for additional information.

Mark P. Shuman

October 21, 2014

Page 2

In addition, the Company proposes to add the following paragraph after the first paragraph of the prospectus section captioned “About this Prospectus”:

The registration statement to which this prospectus relates was filed in reliance on Instruction I.B.6. of Form S-3, which imposes a limitation on the maximum amount of securities that we may sell pursuant to this prospectus during any twelve month period.  At the time we sell securities pursuant to this prospectus, the amount of securities to be sold plus the amount of any securities we have sold during the prior twelve months in reliance on Instruction I.B.6. may not exceed one-third of the aggregate market value of our outstanding common stock held by non-affiliates as of a day during the 60 days immediately preceding such sale as computed in accordance with Instruction I.B.6.  Based on this calculation and primarily as a result of our sale of $20,000,000 of Series J Preferred Stock on May 29, 2014, we are not eligible to sell any securities pursuant to this prospectus as of the date of this prospectus.  This limitation would cease to apply if the aggregate market value of our outstanding common stock held by non-affiliates were to exceed $75 million as of any day.

Incorporation of Documents by Reference, page 32

2.

Your Form 8-K of January 7, 2014 was filed and not furnished as that report provided information under Item 8.01. We have reached this conclusion notwithstanding the language in the report indicating that it is being furnished. Because the Form 8-K was filed, it must be incorporated into the Form S-3 to satisfy the requirements of Item 12 of that form. Please revise. In addition, incorporate by reference the Form 8-K filed October 1, 2014.

Response:  The Company proposes to amend the Form 8-K filed January 7, 2014 (the “January 8-K”) as described on Exhibit A hereto (the “Form 8-K Amendment”).  The Form 8-K Amendment would be filed in the EDGAR system as an Item 7.01 filing, and a test filing using this approach has already been submitted and accepted.  The EDGAR submission acceptance notice for the test filing is attached as Exhibit B hereto.  Following the filing of the Form 8-K amendment, the Company proposes to add the following bullets to the list of documents incorporated by reference on page 32 of the prospectus in the appropriate chronological order:

·

our Current Report on Form 8-K filed on January 7, 2014, as amended by our Current Report on Form 8-K/A filed on October    , 2014;(1)

·

our Current Report on Form 8-K filed on October 1, 2014;

Footnote (1) would read “The reference to this report does not incorporate by reference herein any information or exhibit furnished but not filed in such report.”  The parenthetical reading “(excluding Item 7.01 thereof and Exhibit 99.1 furnished therewith)” currently qualifying other listed Current Reports on Form 8-K would be replaced by a reference to the new footnote (1).

Please contact the undersigned at (212) 940-3072 or Roger W. Byrd at (585) 263-1687 with any further comments or questions you may have.  If the responses and proposed Form 8-K Amendment and amendments to the Registration Statement described therein address the Staff’s concerns, the Company will proceed with filing the Form 8-K Amendment and file an amendment to the Registration Statement.  If the approach proposed in connection with the incorporation by reference of the January 8-K does not address the Staff’s concerns, the Company respectfully requests an opportunity to discuss such issue with the Staff prior to the Staff issuing any supplemental comments with respect thereto.

Thank you for your assistance regarding this matter.

Sincerely,

/s/ Theodore J. Ghorra

Theodore J. Ghorra

cc:

Anthony Hayes

Roger W. Byrd

Exhibit A

The body of the proposed Form 8-K Amendment would read as follows:

EXPLANATORY NOTE

Spherix Incorporated (the “Company”) is filing this Amendment No. 1 to Form 8-K (this “Amendment”) to amend its Current Report on Form 8-K dated as of January 6, 2014, originally filed with the United States Securities and Exchange Commission on January 7, 2014 (the “Original Form 8-K”). This Amendment is being filed to correct the caption of the primary disclosure to clarify that the disclosure constitutes Regulation FD disclosure furnished under Item 7.01 and to make a conforming change with respect to a reference to the exhibit to the Original Form 8-K.

AMENDMENTS

The Original Form 8-K is hereby amended as follows:

1.

The caption reading “ITEM 8.01  OTHER EVENTS.” In the Original Form 8-K is hereby deleted and replaced with the caption “ITEM 7.01  REGULATION FD DISCLOSURE.”

2.

The word “filed” in paragraph (d) under ITEM 9.01 of the Original Form 8-K is hereby deleted and replaced with the word “furnished”.

Exhibit B

EDGAR Test Submission Acceptance Notice

Subject: ACCEPTED FORM TYPE 8-K/A (0001415889-14-003185)

Date: 21-Oct-2014 13:58

THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE

COMMISSION.

*** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING ***

COMPANY:       SPHERIX INC

FORM TYPE:     8-K/A                NUMBER OF DOCUMENTS: 1

RECEIVED DATE: 21-Oct-2014 13:58    ACCEPTED DATE:       21-Oct-2014 13:58

TEST FILING:   YES                  CONFIRMING COPY:     NO

ACCESSION NUMBER: 0001415889-14-003185

FILE NUMBER(S):

   1. 000-05576

THE PASSWORD FOR LOGIN CIK 0001415889 WILL EXPIRE 20-May-2015 21:50.

PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.

REGISTRANT(S):

   1. CIK:        0000012239

      COMPANY:    SPHERIX INC

      FORM TYPE:  8-K/A

      FILE NUMBER(S):

         1. 000-05576

ITEM(S):

   1. 7.01

   2. 9.01

October 3 , 2014

Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877

Re: Spherix Incorporated
  Amendment No. 1 to Registration Statement on Form S-3
Filed September 15, 2014
  File No. 333-198498

Dear Mr. Hayes :

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.   Unless otherwise noted, references in this letter to prior
comments refer to our letter dated September 5, 2014.

Please respon d to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
respons e.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. The level of detail added in response to prior comment 1  obscures other information on
the cover page that is key to an investment decision.   Please revise to succinctly state that
you are not currently eligible to sell any securities pursuant to this prospectus.  In
addition,  relocate the  detailed explanation  relating to the computation of amounts you
may sell and the times at which sales may occur.  Finally, revise the added language to
disclose that under General Instruction I.B.6 of Form S -3 you may sell no more than one -
third of the aggregate market value of the voting and non -voting equity held by non -
affiliates.  Your current disclosure does not include the one -third limitation.

Anthony Hayes
Spherix  Incorporated
October 3 , 2014
Page 2

 Incorporation of Documents by Reference, page 32

2. Your Form 8 -K of January 7, 2014 was filed and not furnished as that report p rovided
information under Item 8.01.  We have reached this conclusion notwithstanding the
language in the report indicating that it is being furnished.  Because the Form 8 -K was
filed, it must be incorporated into the Form S -3 to satisfy the requirements o f Item 12 of
that form.  Please revise.   In addition, incorporate by reference the form 8 -K filed
October 1, 2014.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions.  If you require f urther assistance, you may contact Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .

Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief —Legal

cc: Via E -mail
 Theodore J. Ghorra, Esq.
 Nixon Peabody LLP

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437 Madison Avenue

New York, NY  10022

212-940-3000

September 15, 2014

VIA EDGAR

Barbara C. Jacobs

Assistant Director

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-3

Filed August 29, 2014

File No. 333-198498

Dear Ms. Jacobs:

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-3, File No. 333-198498 (the “Registration Statement”), as set forth in the letter to Anthony Hayes dated September 5, 2014 (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.

It appears that you relied upon General Instruction I.B.6. for purposes of selling an aggregate of $20,225,000 of the securities registered on Form S-3 declared effective May 16, 2014 (file no. 333-195346). Please tell us how much of the $30,000,000 that you are now registering is currently accessible and provide cover page disclosure in this regard. In addition, tell us:

●

The amount of each takedown in the 12 months prior to and including the first anticipated sale under this Registration Statement; and

●

At each takedown, the amount remaining under General Instruction I.B.6. that could be sold, including how you computed the one-third of the aggregate market value limitation. Your response should include the number of voting and nonvoting common equity shares held by non-affiliates and an explanation of how you computed the price of your common equity, including the date(s) of the stock price used.

Ms. Barbara C. Jacobs

September 15, 2014

Page 2

Response:  Based on the aggregate market value of the outstanding shares of the Company held by non-affiliates during the last 60 days and the amount of securities sold by the registrant during the last 12 months in reliance on Instruction I.B.6. of Form S-3, no portion of the $30,000,000 being registered on the Registration Statement would be currently accessible.  The following disclosure is being added to the cover page of the prospectus contained in the Registration Statement:

At the time we sell securities pursuant to this prospectus, the amount of such securities plus the amount of any securities we have sold during the prior 12 months in reliance on Instruction I.B.6. of Form S-3 may not exceed the aggregate market value of our outstanding common stock held by non-affiliates as of a day during the 60 days immediately preceding such sale as computed in accordance with such instruction.  Based on this limitation, we would not be eligible to sell any securities pursuant to this prospectus as of the date of this prospectus.  This limitation would cease to apply if the aggregate market value of our outstanding common stock held by non-affiliates were to exceed $75 million as of any day.

The Company has sold an aggregate of $20,225,000 during the last 12 months in reliance on Instruction I.B.6. of Form S-3:  $20,000,000 of Series J Preferred Stock which closed on June 2, 2014 and $225,000 of common stock which closed on July 10, 2014.  As reflected in the prospectus supplement with respect to each takedown, “the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold or the average bid and asked price of such common equity on May 28, 2014, was approximately $61,932,116, based on 16,564,557 shares of outstanding common stock, of which 16,515,231 were held by non-affiliates.”  The stock price used in the calculation was $3.75 per share, representing a conservative intra-day average of the bid and asked prices of the Company’s common stock as of May 28, 2014.  One-third of $61,932,116 is $20,644,038, which is more than the aggregate of $20,225,000 sold by the Company, and both takedowns were within 60 days of May 28, 2014.

Incorporation of Documents by Reference, page 32

2.

We note that you do not incorporate by reference the Forms 8-K filed January 7, 2014 and April 2, 2014. Please revise to incorporate these forms by reference or advise. Refer to Item 12(a)(2) of Form S-3.

Response:  The Form 8-K filed January 7, 2014 (the “January 8-K”) was intentionally omitted from the list of Form 8-Ks incorporated by reference because, as stated in such filing, the information in the January 8-K was furnished and not filed. As such, and as contemplated by General Instruction B.2. of Form 8-K, the information would not be incorporated by reference in other filings with the Commission.  Expressly referencing the January 8-K would be inconsistent with the intended treatment. The substance of the disclosure (a press release with a link to a transcript of an interview), is of a nature that would be unusual to incorporate by reference in a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”).  The Company does acknowledge that the January 8-K as filed contains an error in that the caption references “8.01.  Other Events” instead of “Item 7.01.  Regulation FD Disclosure”; however, it is apparent from the text of the disclosure that the intention was to furnish the information and the Exhibit under Item 7.01 and not file it under Item 8.01.  If deemed necessary by the Staff, the Company will file an amendment to the January 8-K to correct the incorrect caption.  As requested in the Comment Letter, the Form 8-K filed April 2, 2014 is being added to the list of Form 8-Ks incorporated by reference; however, an exception is included with respect to the information furnished but not filed in such Form 8-K.

Exhibit 5.1

3.

Limitations on reliance are not appropriate in legal opinions. In particular, the use of the phrase “other person” in the first paragraph on page 4 is unclear. Please revise to remove any inappropriate limitations on reliance. Refer to Section II.A.3.d. of Staff Legal Bulletin No. 19 (October 14, 2011).

Response:  As requested, the legal opinion has been revised to remove the limitation on reliance.

Ms. Barbara C. Jacobs

September 15, 2014

Page 3

An amendment to the Registration Statement with a revised form of legal opinion 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 Roger W. Byrd at (585) 263-1687 with any further comments or questions you may have.

Sincerely,

/s/ Theodore J. Ghorra

Theodore J. Ghorra

cc:
Anthony Hayes

Roger W. Byrd

September 5 , 2014

Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD 20877

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed August 29, 2014
  File No. 333-198498

Dear Mr. Hayes :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. It appears that you relied upon General Instruction I.B.6. for purposes of selling an
aggregate of $20,225,000 of the securities registered on Form S -3 declared effective May
16, 2014 (file no. 333 -195346).  Please tell us how much  of the $30,000, 000 that you are
now registering is currently accessible  and provide cover page disclosure in this regard .
In addition, tell us:
 The amount of each takedown in the 12 months prior to and including the first
anticipated sale under this Registration Statement;  and
 At each takedown, the amount remaining under General Instruction I.B.6. that
could  be sold, including how you computed the one -third of the aggregate market
value limitation.   Your response should include the number of voting and non -
voting common equity shares held by non -affiliates and an explanation of how
you computed the price of your common equity, including the date(s) of the stock
price used.

Anthony Hayes
Spherix Incorporated
September 5 , 2014
Page 2

Incorporation of Documents by Reference, page 32

2. We note that you do not incorporate by reference the Forms 8 -K filed January 7, 2014
and April 2, 2014.  Please revise to incorporate these forms by reference or advise.  Refer
to Item 12(a)(2) of Form S -3.

Exhibit 5.1

3. Limitations on reliance are not app ropriate in legal opinions.  In particular, the use of the
phrase “ other person ” in the first paragraph on page 4 is unclear.  Please revise to remove
any in appropriate limitations on reliance.   Refer to Section II.A.3.d. of  Staff Legal
Bulletin No. 19 (October 14, 2011).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Se curities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in t he event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under th e federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respect ive responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Anthony Hayes
Spherix Incorporated
September 5 , 2014
Page 3

 adequate time for us to review any a mendment prior to the requested effective date of the
registration statement.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions.  If you require further assistance, you may conta ct Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .

Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief —Legal

cc: Via E -mail
 Theodore J. Ghorra, Esq.
 Nixon Peabody LLP

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Spherix Incorporated - FORM correspondence

SPHERIX INCORPORATED

6430 Rockledge Drive, Suite 503

Bethesda, MD 20817

May 15, 2014

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  David Link

John Reynolds

Re:

Spherix Incorporated

Registration Statement on Form S-3

File No. 333-193729

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Spherix Incorporated (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4.30 pm., Washington D.C. time, on May 16, 2014, or as soon thereafter as possible.  The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert  the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

SPHERIX INCORPORATED

By:  _Anthony Hayes____

Name: Anthony Hayes

Title:  Chief Executive Officer

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April 9, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:     Katherine Wray

Re:          Spherix Incorporated

Registration Statement on Form S-3

Filed February 3, 2014

File No. 333-193729

Dear Ms. Wray,

    The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated February 27, 2014 (the "Comment Letter") relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) filed by Spherix Incorporated (the “Company”).

General

1.

We note that your filing is seeking to register the resale of 7,538,308 shares of your common stock and that you had 4,371,885 shares outstanding as of January 31, 2014. Given the nature of the offering and the number of shares being offered for resale relative to the total number of shares outstanding, it appears that these securities may be being offered by or on behalf of the registrant. In your response letter, please provide a detailed legal analysis of whether the proposed offering is by or on behalf of the registrant. For additional guidance, please consider Question 212.15 and Interpretation 612.09 of'our Securities Act Rules Compliance and Disclosure Interpretations.

Response:

The proposed offering under the Registration Statement is not being conducted by or on behalf of the Company.  Additionally, none of the selling stockholders in the Registration Statement would be characterized as “parents, subsidiaries or affiliates of the Issuer”, which would otherwise preclude the Company from utilizing Form S-3 for the secondary resale of shares held by these shareholders.  Rockstar Consortium US LP (“Rockstar”), who is a principal selling shareholder in the Registration Statement, is a company that is the successor to the Nortel Networks bankruptcy entity holding over $4.5 billion of patents and intellectual property rights that is owned by Apple, Microsoft, Blackberry, Sony and Ericsson.  Rockstar can not possibly be viewed as being owned, controlled or in common control with, the Company and is completely independent of the Company.

6430 Rockledge Drive, Suite 503

Bethesda, MD 20817

Tel.:  (703) 992-9260

Fax:  (703) 992-9348

www.spherix.com

-1-

Katherine Wray

United States Securities and Exchange Commission

April 9, 2014

Rockstar’s ownership of Company securities, which currently is only 376,981 shares of common stock or approximately 4% of the current 8,383,077 shares of common stock issued and outstanding,  falls well under the commonly used 10% threshold when determining affiliate status based on the shareholder’s holdings.  Rockstar owns an additional 459,043 shares of non-voting Series H Preferred Stock (each of which is convertible into 10 shares of common stock) and 119,760 shares of non-voting Series I Preferred Stock (each of which is convertible into 20 shares of common stock).  However, both the Series H Preferred Stock and the Series I Preferred Stock contain beneficial ownership limitation provisions (“conversion blockers”) that preclude Rockstar from converting its preferred stock to the extent such conversion would cause their beneficial ownership to exceed 4.99% of the Company’s issued and outstanding common stock.  On a fully-diluted basis, the Company has approximately 25 million common stock equivalents outstanding thus the registration represents only approximately 25% of the fully-diluted common equity of the Company.

With respect to the Rockstar shares included, in addition to the foregoing conversion blockers , Rockstar can never convert nor vote (or, consequently sell) any Series H Prefererd Stock or the Series I Preferred Stock (or common stock underlying such securities)  unless and until such time as the Company has obtained the requisite shareholder approval for the issuance of such securities pursuant to NASDAQ Listing Rule 5635.  As required by NASDAQ, such shares may never be converted unless shareholders approve and as of the date of the original filing of the Registration Statement and presently the Company has not obtained shareholder approval in accordance with NASDAQ listing rules and thus all preferred shares held by Rockstar are unable to be converted, voted or sold.

Additionally, the remaining selling stockholders, each of whom individually holds less than 9.99% of the Company’s issued and outstanding common stock, are, in the aggregate, offering 252,688 shares of common stock or approximately 3% of the total number of shares of issued and outstanding common stock (and 1% of the issued and outstanding common stock assuming full conversion of the Company’s outstanding preferred stock) without regard to beneficial ownership limitations.

In addition to the statutory language, we have reviewed the factors set forth in CDI 612.09 and respond to those factors as follows:

·

Length of time the securities have been held:  The issuance of the securities to Rockstar occurred in December 2013.  The Company had consummated a previous transaction with Rockstar in July 2013 pursuant to which it issued Rockstar 176,991 shares of common stock in consideration for certain patents and patent applications.  As of the date hereof, Rockstar continues to hold its 176,991 shares of common stock despite the fact that such shares are eligible for resale pursuant to Rule 144.  Additionally, as a condition to receiving the securities in December 2013, Rockstar agreed to execute a lockup agreement precluding any sales of the securities by Rockstar, subject to certain leakout exceptions.  By looking at the overall picture of Rockstar’s investment in the Company, it is clear that its investment is made with a view for long term hold.  We believe Rockstar sought registration of its shares by inclusion in the registration statement solely for purposes of accounting treatment afforded registered shares, as advised by its financial advisors to support its audits, and was a negotiated business term.    Registration does not indicate any change in its long term investment intent.

·

Circumstances under which the securities were received:  The securities issued to Rockstar were issued in a business transaction not involving a financing or offering, in consideration for the acquisition of certain patents and patent applications by the Company The resale of the securities was restricted at the time of sale, and any resale had to be effected in accordance with Rule 144 or the resale registration statement. Additionally, as stated above, the securities are subject to a lockup agreement, restricting the sale of such securities by Rockstar and Rockstar is further prevented from converting or voting its shares of Series H Preferred Stock and Series I Preferred Stock until such time as the Company’s shareholders approve the issuance of such securities. The securities were valued at $8.35 per share, or 100% of the closing bid price on the date prior to issuance, with no discount to market, a price substantially in excess of the current market price.

-2-

Katherine Wray

United States Securities and Exchange Commission

April 9, 2014

·

Relationship with the issuer:  Rockstar does not have any material relationship to the Issuer.  Rockstar has no management rights or board representation or observer rights.  Despite the fact that the Company had previously acquired patents and patent applications from Rockstar in July 2013 for shares of common stock, immediately prior to the acquisition of the securities being offered for resale on this Registration Statement, Rockstar held less than 4.99% of the Company’s issued and outstanding common stock.

·

Amount of securities sold:  The Company is registering an aggregate of 7,538,308 shares of common stock, which represents less than one-third of the issued and outstanding common stock, assuming the full conversion of all outstanding shares of Preferred Stock, disregarding any beneficial ownership limitations.  Additionally, 6,985,630 shares being offered for resale under the Registration Statement are subject to beneifical ownership limitations and restrictions on voting and conversion (and consequently, sales) pursuant to NASDAQ Listing Rule 5635.  Consequently, only 552,678 shares of common stock, or approximately 2% of the issued and outstanding common stock (assuming full conversion of all outstanding shares of Preferred Stock, disregarding any beneficial ownership limitations)  would be available for immediately sale by the selling stockholders upon the effectiveness of the Registration Statement.

·

Is the person in the business of underwriting securities:  Rockstar is not in the business of underwriting securities and is not a broker-dealer or an affiliate of a broker-dealer.  Rockstar does not engage regularly in the sale of securities and, prior to the acquisition of the securities being registered on the Registration Statement, agreed to extensive restrictions on the resale of such securities, including beneficial ownership limitations at a very low threshhold, a lockup of the securities restricting all sales, subject to certain exceptions and agreed to consummate the transaction despite the fact that they would be unable to convert, vote or sell its shares of Series H Preferred Stock and Series I Prefererd Stock, for a potentially indefinite period of time, until such time as the Company obtain shareholder approval of the issuance.   Notwithstanding Rockstar’s restrictions on conversions and sales of the Series H Preferred Stock and Series I Preferred Stock, Rockstar has an economic interest in holding the securities for at least two years.  The Series I Preferred Stock is redeemable for an aggregate of $20 million in four quarterly $5 million payments.  The shares of common stock underlying the Series I Preferred Stock were valued, at the time of issuance, at a per share price of $8.35.  As of this date of this response, the last closing price of the Company’s common stock was $2.52 or approximately 30% less per share of the value Rockstar would receive in cash if it holds the shares at the time the Company is required to make a redemption payment.  As a selling stockholder, Rockstar is not acting on behalf of the Company with respect to any shares it might resell.

·

Is the person a conduit for the Company: Rockstar and the Company both assert that Rockstar is acting independently from the Company.  The resale registration is a typical, arms’ length resale, from which the Company will derive no proceeds.  Rockstar’s participation in the resale is not a disguised primary offering and Rockstar, while participating in the resale registration, is attempting to secure certainty in accounting treatment and to the best of the Company’s knowledge has no current expectation of resale and no plan or timetable for disposal of its securities.  The Company is anticipates proceeding with any other potential financing plans required to develop its patent monetization business, entirely apart from any resale by Rockstar of its common stock under the Registration Statement.

The Company confirms that the totality of the circumstances indicate that offering of shares for resale under this Registration Statement are not being offered by or on behalf of the Company.

-3-

Katherine Wray

United States Securities and Exchange Commission

April 9, 2014

2.

We note that you report a net loss of $13.8 million for the nine months ended September 30, 2013. As it appears you may fail to satisfy the conditions of Item 8-08(b) of Regulation S-X, please file your audited financial statements for the fiscal year ended December 31, 2013, prior to the requested date of effectiveness of' your registration statement, or provide your analysis of why you believe you are not required to update your financial statements at this time. For additional guidance, please consider Section 1220.3 of our Financial Reporting Manual

Response:

The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 on March  31, 2014.

Outside Front Cover Page

3.

Please revise your cover page to include disclosure regarding concurrent offerings. Specifically, please disclose the total number of shares that are being concurrently offered by selling stockholders of the company and the portion of that total offered by means of a separate prospectus. In this regard, we refer to your registration statement on Form S-1 (file no. 333-192737) that was declared effective January 24, 2014.

Response:

The Company has revised the cover page to the Registration Statement to include discoslosure regarding the concurrent offerings.

Selling Stockholders, page 10

4.

Please tell us whether any selling security holder is a broker-dealer or an affiliate of a broker-dealer. Be advised that a selling stockholder registered as a broker-dealer who did not receive their securities as compensation for investment banking or similar services should be identified as an underwriter. In addition, to the extent any selling security holder is an affiliate of a broker-dealer, state whether the selling security holder had any agreements, plans or arrangements to dispose of the shares at the time the selling security holder acquired the shares.

Response:

The Company has revised the Registration Statement to include disclosure that, to the best of its knowledge, no selling stockholder is registered as a broker dealer or an affiliate of a broker dealer.

5.

Identify the person or persons who exercise sole or shared voting or investment control over the Spherix securities held by Hudson Bay IP Opportunities Master Fund LP. See Item 507 of Regulation S-K. For additional guidance, consider Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

Response:

The Company has revised the Registratrion Statement to identify the person or persons who exercise voting and investment control over the securities of the Company held by Hudson Bay IP Opportunities Master Fund LP.

-4-

Katherine Wray

United States Securities and Exchange Commission

April 9, 2014

6.

Footnote 9 contains a disclaimer of beneficial ownership. To the extent that you retain this disclaimer, please provide us with a legal analysis supporting your belief that beneficial ownership disclaimers are proper outside of filings on Schedules 13D and 13G. For guidance, refer to Section III.A.4 of SEC Release No. 33-5808. Alternatively, delete the disclaimer.

Response:

The Company has revised the Registration Statement to remove the disclaimer.

Incorporation of Documents by Reference, page 21

7.

We note that you filed several current reports on Form 8-K subsequent to the filing of this Form S-3. Please amend your registration statement to specifically incorporate these filed current reports. See Item 12(a) of Form S-3. Please also consider including a statement to the effect that all Exchange Act filings required to be incorporated by reference that you file after "the date of the registration statement and prior to effectiveness of the registration statement" shall be deemed to e incorporated by reference into the prospectus. For guidance, refer to Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations.

Response:

The Company has revised the Registration Statement in accordance with the Staff’s Comment #7.

The Company hereby acknowledges the following:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility f

March 26, 2014

Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
Preliminary Proxy Statement on Schedule 14A
Filed March 7 , 2014
File No. 000-05576

Dear Mr. Hayes :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Katherine Wray

Katherine Wray
Attorney -Advisor

cc: Via E -mail
 Harvey Kesner, Esq.
 Sichenzia Ross Friedman Ference LLP

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March 21, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Katherine Wray

Re:      Spherix Incorporated

            Preliminary Proxy Statement on Schedule 14A

            Filed March 7, 2014

            File No. 000-05576

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated March 13, 2014 (the "Comment Letter") relating to Preliminary Proxy Statement on Schedule 14A filed March 7, 2014 (the “Schedule 14A”) by Spherix Incorporated (the “Company”).

The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

Background, page 6

1.

Please revise your proxy statement to explain more clearly the potential consequences to the company if your shareholders do not approve proposals 1 and 2 relating to the issuance of securities and the potential change in control in connection with your December 2013 acquisition of patents from Rockstar. In particular, please address the following:

·

You state here and on page 9 that if proposals 1 and 2 are not approved, “the Company will face serious consequences with respect to its interactions with Rockstar, and could fail to realize the benefit from the acquisitions, or any value from the Rockstar Patents.” Please specify the “serious consequences” to which you refer, and explain more clearly how the failure to approve proposals 1 and 2 could result in your failing to realize any value from the acquired patents. Tell us whether the failure to approve proposals 1 and 2 would trigger any consequences under your agreements with Rockstar, for example, whether the patent acquisition would be unwound if shareholder approval of these proposals is not obtained.

·

You further state that you “believe that the consequences of failure to approve Proposal 1 (and Proposal 2) or the failure of the Company in its business plans would have financial repercussions for Rockstar, and thereby jeopardize the Company’s viability as a going concern.” Please explain more clearly how the failure to obtain shareholder approval of these proposals could have financial repercussions for Rockstar, and how such repercussions for Rockstar could jeopardize your viability as a going concern.

Response:

The Company has revised its Schedule 14A to explain more clearly the potential consequences to the Company if our stockholders do not approve proposals 1 and 2 relating to the issuance of securities and the potential change in control in connection with our December 2013 acquisition of patents from Rockstar.

***

The Company hereby acknowledges the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/Anthony Hayes

Anthony Hayes

Chief Executive Officer

cc:            Harvey Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

March 13, 2014

Via E -Mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed March 7, 2014
File No. 000-05576

Dear Mr. Hayes :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment applies  to your facts and circumstances or do not  believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Proposal 1

Background, pag e 6

1. Please revise your proxy statement to explain more clearly the potential consequences to
the company if your shareholders do not approve proposals 1 and 2 relating to the
issuance of securities and the potential change in control  in connection with yo ur
December 2013 acquisition of patents from Rockstar .  In particular, please address the
following:

 You state here and on page 9 that if proposals 1 and 2 are not approved, “the
Company will face serious consequences with respect to its interactions wit h
Rockstar, and could fail to realize the benefit from the acquisitions, or any value
from the Rockstar Patents.”   Please specify the “serious consequences” to which
you refer, and explain more clearly how the failure to approve proposals 1 and 2
could re sult in your failing to realize any value from the acquired patents.  Tell us

Anthony  Hayes
Spherix Incorporated
March 13, 2014
Page 2

 whether the failure to approve proposals 1 and 2 would  trigger any consequences
under your agreements with Rockstar, for example, whether the  patent  acquisition
would be unwound if shareholder approval of these proposals is not obtained.

 You further state that you “believe that the consequences of failure to approve
Proposal 1 (and Proposal 2) or the failure of the Company in its business plans
would have financial repercussion s for Rockstar, and thereby jeopardize the
Company’s viability as a going concern.”   Please explain more clearly how the
failure to obtain shareholder approval of these proposals could have financial
repercussions for Rockstar, and how such repercussions f or Rockstar could
jeopardize your viability  as a going concern .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In respondin g to our comment , please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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.

Please contact Mitchell Austin, Attorney -Advisor, at (202) 551 -3574  or me at (202) 551 -
3483  with any questions.

Sincerely,

 /s/ Katherine Wray

 Katherine Wray
        Attorney -Advisor

cc: Via E -mail
 Harvey Kesner, Esq.
 Sichenzia Ross Friedman Ference LLP

February 27, 2014

Via E -mail
Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed  February 3, 2014
  File No.  333-193729

Dear Mr. Hayes :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that your filing is seeking to register the resale of 7,538,308 shares of  your
common stock and that you had 4,371,885 shares outstanding as of January 31, 2014.
Given the nature of the offering and the numb er of shares being offered for resale relative
to the total number of shares outstanding, it appears that these securities may be being
offered by or on behalf  of the registrant .  In your response letter, please provide a detailed
legal analysis of whethe r the proposed offering is by or on behalf of the registrant.  For
additional guidance, please consider Question 212.15 and Interpretation 612.09 of our
Securities Act Rules  Compliance and Disclosure Interpretations.

2. We note that you report a net loss of  $13.8 million for the nine mo nths ended September
30, 2013.  As it appears you may fail to satisfy the conditions of Item 8 -08(b) of
Regulation S -X, please  file your audited financial statements for the fiscal year ended
December 31, 2013, prior to the requested date of effectiveness of your registration

Anthony Hayes
Spherix Incorporated
February 27, 2014
Page 2

 statement, or  provide your analysis of why you believe you are not required to update
your financial statement s at this time .  For additional guidance, please consider Section
1220.3 of our Financial Reporting Manual.

Outside Front Cover Page

3. Please revise your cover page to include disclosure regarding concurrent offerings.
Specifically, please d isclose the to tal number of shares that are being concurrently
offered by selling stockholders of the company and the portion of that total offered by
means of a separate prospectus.   In this regard, we refer to your registration statement on
Form S -1 (file no. 333 -1927 37) that was declared effective January 24, 2014.

Selling Stockholders, page 10

4. Please tell us whether any selling security holder is a broker -dealer or an affiliate of a
broker -dealer.  Be advised that a selling stockholder registered as a broker -dealer  who did
not receive their securities as compensation for investment banking or similar services
should be identified as an underwriter.  In addition, to the extent any selling security
holder is an affiliate of a broker -dealer, state whether the selling s ecurity holder had any
agreements, plans or arrangements to dispose of the shares at the time the selling security
holder acquired the shares .

5. Identify the person or persons who exercise sole or shared voting or investment control
over the Spherix  securities held by Hudson Bay IP Opportunities Master Fund LP.  See
Item 507 of Regulation S -K.  For additional guidance, consider Question 140.02 of our
Regulation S -K Compliance and Disclosure Interpretations.

6. Footnote 9 contains a disclaimer of benefi cial ownership.  To the extent that you retain
this disclaimer, please provide us with a legal analysis supporting your belief that
beneficial ownership disclaimers are proper outside of filings on Schedules 13D and 13G.
For guidance, refer to Section III .A.4 of SEC Release No. 33-5808 .  Alternatively, delete
the disclaimer.

Incorporation of Documents by Reference, page 21

7. We note that you filed several current reports on Form 8 -K subsequent to the filing of this
Form S -3.  Please amend your registration  statement to specifically incorpora te these
filed current reports.   See Item 12(a) of Form S -3.  Please also consider including a
statement to the effect that all Exchange Act filings required to be incorporated by
reference that you file after “the date of the registration statement and prior to
effectiveness of the registration statement” shall be deemed to be incorporated by
reference into the prospectus.  For guidance, refer to Question 123.05 of our Securities
Act Forms Compliance and Disclosure Inter pretations.

Anthony Hayes
Spherix Incorporated
February 27, 2014
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the  company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of t he effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose  the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ade quacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact Mitchell Austin, Attorney -Advisor, at (202) 551 -3574  or me at (202) 551 -
3483  with any questions.

Sincerely,

 /s/ Katherine Wray

Katherine Wray
Attorney -Advisor

cc: Via E -mail
 Harvey Kesner , Esq.
 Sichenz ia Ross Friedman Ference LLP

December 3 , 2013

Via E -mail
Mr. Anthony Hayes
Chief Financial Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Form PRE 14A
Filed October 15, 2013
File No. 000 -05576

Dear Mr. Hayes :

We have com pleted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsibl e for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director

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November 15, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: David Link

Re:                             Spherix Incorporated

            Form PRE 14A

            Filed October 15, 2013

            Form PRER 14A

            Filed November 4, 2013

            File No. 000-05576

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated November 8, 2013 (the "Comment Letter") relating to the Form PRE 14A filed October 15, 2013 and the Form PRER 14A filed on November 4, 2013 (collectively “Schedule 14A”) by Spherix Incorporated (the “Company”).

The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

1.

We note Proposal 2 seeks authorization to issue securities in one or more non-public offerings. We further note on page 21 that, in the event such issuance of stock pursuant to the offering(s) will result in a change of control, stockholder approval for this proposal “will also constitute approval of any change of control.” Please revise to unbundle these separate issues and tell us the basis under state law for the statement that no shareholder vote will be sought regarding a change of control. Rule 14a-4(a)(3) requires that the form of proxy “shall identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters …”

Response:

The Company has revised its Schedule 14A to include a separate proposal seeking shareholder approval on change of control resulting from issuance of securities.

2.

We similarly note Proposal 3 seeks shareholder approval for amendments to the company’s Certificate of Incorporation, including amendments regarding an increase in authorized number of common stock and preferred stock shares and an amendment requiring indemnification of company directors, officers and agents. Please revise to unbundle the separate matters set forth in proposal 3.

Response:

The Company has revised its Schedule 14A to unbundle the two amendments to its Certificate of Incorporation as set forth in the original proposal 3.

3.

Please revise to provide the disclosure required by Schedule 14A Item 10(a)(2)(iii) for the company’s 2014 Equity Incentive Plan, set forth in Proposal 8, or advise as appropriate. Include in this revised disclosure, benefits or amounts that would have been received or allocated to outside consultants.

Response:

The Company’s board of directors has broad discretion to grant awards under the 2014 Equity Incentive Plan. Therefore, the benefits to be received by or allocated to the named executive officers, all current executive officer as a group, all current non-executive directors as a group, all employees (including all current non-executive officers) as a group and outside consultants as a group cannot be determined.

4.

We note Proposal 9 seeks “ratification of all prior corporate actions taken pursuant to stockholder approval.” It is unclear to what corporate actions you are referring. Please revise to provide complete Schedule 14A Item 20 disclosure, as appropriate, for each corporate action contemplated by this Proposal. We may have further comment.

Response:

The Company has removed this proposal from the Schedule 14A.

***

The Company hereby acknowledges the following:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/Anthony Hayes

Anthony Hayes

Chief Executive Officer

cc:            Tara Guarneri-Ferrara, Esq.

November 8, 2013

Via E -mail
Mr. Anthony Hayes
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, V irginia   22102

Re: Spherix Incorporated
 Form PRE 14A
Filed October 1 5, 2013
Form PRER 14A
Filed November 4, 2013
File No. 000 -05576

Dear Mr. Hayes :

We have limited our review of your filing to the issues we have addressed in our
comments. In our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filing and providing the requested
information.   If you do not believe our comment applies to your facts and circumstances or do
not believe an amendme nt is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

1. We note Proposal 2 seeks authorization to issue securities in one or more non -public
offerings.  We further note on page 21 that, in the event such issuance of stock pursuant
to the offering(s) will result in a change of control, stockholder approval for this proposal
“will also constitute approva l of any change of control.”  Please revise to unbundle these
separate issues and tell us the basis  under state law  for the statement that no shareholder
vote will be sought regarding a change of control.  Rule 14a -4(a)(3) requires that the form
of proxy “shall identify c learly and impartially each separate matter intended to be acted
upon, whether or not related to or conditioned on the approval of other matte rs …”

2. We similarly note Proposal 3 seeks shareholder approval for amen dments to the
company’s Certificate of Incorporation, including amendments regarding an increase in
authorized number of common stock and preferred stock shares and an amendment

Mr. Anthony Hayes
Spherix Incorporated
November 8, 2013
Page 2

 requiring indemnification of company directors, officers and agents.  Please r evise to
unbundle the separate matters set forth in proposal 3.

3. Please r evise to provide the disclosure required by Schedule 14A Item 10(a)(2)(iii) for
the company’s 2014 Equity Incentive Plan, set forth in Proposal 8, or advise  as
appropriate .  Include in th is revised disclosure, benefits or amounts that would have been
received or allocated to outside consultants.

4. We note Proposal 9 seeks “ratification of all prior corporate actions taken pursuant to
stockholder approval .”  It is unclear to what corporate a ctions you are referring.  Please
revise to provide complete Schedule 14A Item 20 disclosure, as appropriate, for each
corporate action contemplated by this Proposal.  We may have further comment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company  and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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.

You may contact Erin Wilson at (202) 551 -6047  or David Link  at (202)  551-3356  with
any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director

August 14, 2013

Via E -mail
Harvey Kesner
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed  April 5, 2013
 File No.  000-05576

Dear Mr. Kesner :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

/s/ David Link for

       John Reynolds
       Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.

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August 12, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: David Link

Re: Spherix Incorporated

Revised Preliminary Proxy Statement on Schedule 14A

Filed July 31, 2013

File No. 000-05576

Ladies and Gentlemen:

    The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated August 8, 2013 (the "Comment Letter") relating to the Revised Preliminary Proxy Statement on Schedule 14A filed July 31, 2013 (the "Schedule 14A") by Spherix Incorporated (the “Company”).

    The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

    General

    1.  Please revise your book value per share disclosure in response to prior comment 2 to reflect the issuance of shares of common stock in the merger on a fully diluted basis, in addition to the disclosure presented.

    Response:

    The Company has revised the book value per share disclosure to reflect the issuance of shares of common stock in the merger on a fully diluted basis.

***

    The Company hereby acknowledges the following:

   ●  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

   ●  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

   ●  the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Please contact the undersigned with any questions.

Sincerely,

/s/ Harvey Kesner

Harvey Kesner

Interim Chief Executive Officer

cc:

James Baker, Esq.

Tara Guarneri-Ferrara, Esq.

August 8 , 2013

Via E -mail
Harvey Kesner
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed  July 31, 2013
 File No.  000-05576

Dear Mr. Kesner :

We have limited our review of your amended filing to those issues we have addressed in
our comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pro vide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information yo u provide in
response to these comments, we may have additional comments.
General
1. Please revise your book value per share disclosure in response to prior comment 2 to
reflect the issuance of shares of common stock in the merger on a fully diluted basis, in
addition to the disclosure presented.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exc hange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please p rovide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Harvey Kesner
Spherix Incorporated
August 8, 2013
Page 2

 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.

You may contact R uairi Regan, Staff Attorney, at (202) 551 -3269 or David Link, Staff
Attorney, at (202) 551 -3356 if you have any questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.

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July 31, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: David Link

Re:

Spherix Incorporated

Revised Preliminary Proxy Statement on Schedule 14A

Filed July 11, 2013

File No. 000-05576

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated July 29, 2013 (the "Comment Letter") relating to the Revised Preliminary Proxy Statement on Schedule 14A filed July 11, 2013 (the "Schedule 14A") by Spherix Incorporated (the “Company”).

The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

General

1.

Please state clearly the reasons for engaging in the merger with North South.

Response:

The Company previously stated in the Schedule 14A that the reason for engaging in the merger with North South was to augment its biotechnology research and development business.  The Company has expanded its disclosure in the “Background” section of the Schedule 14A to provide further detail in this regard.

2.

Please advise where you have provided the disclosure required by Item 14(b)(10) of Schedule 14A as requested in prior comment 5.

Response:

The Company has updated the Schedule 14A to include the disclosure required by Item 14(b)(10).

Background, page 5

3.

Please further expand your disclosure in response to prior comment 4 to disclose the percentage of shares that will be held by existing shareholders of Spherix on a fully diluted basis upon closing of the merger. Also, please reconcile your disclosure regarding the Fairness opinion that the Merger Consideration is fair to stockholders and the company with the fairness opinion referenced in section 6.5(e) of the Merger Agreement which references the value of the intellectual property being acquired. Clarify whether the Fairness opinion you receive will address the value of North South Holdings, Inc. and whether and how the fairness opinion will demonstrate that the issuance of the Merger Consideration in exchange for the shares of North South is fair to the existing shareholders of Spherix.

Response:

The Company has expanded the disclosure to discuss the percentage of shares held by existing shareholders of Spherix on a fully diluted basis.  The valuation that the Company received from Applied Economics is separate from the fairness opinion referenced in Section 6.5(e) of the Merger Agreement, expected to be received at closing of the North South acquisition.  The valuation performed by Applied Economics was prepared in order to prepare North South’s financial statements included in the Schedule 14A filed herewith.  The fairness opinion to be delivered at closing of the Merger will be addressed to the Company’s Board of Directors and will opine as to the fairness of the Merger Consideration to the existing shareholders of Spherix, from a financial perspective, in light of an analysis of the North South Intellectual Property core markets and the estimated relevant infringing revenues.  We have revised the discussion of Applied Economics' role under "Background".

4.

We note your statement that "upon the closing of the Merger, the shareholders of North South will hold approximately 11.6% of the outstanding Common Stock of the Company." Please revise to also indicate the amount of shares and percentage of total outstanding shares held by the North South shareholders on a converted basis with the 1,488,152 shares of Series D Preferred Stock converted.

Response:

The Company has revised the Schedule 14A to indicate the amount of shares and percentage of total outstanding shares held by the North South shareholders on an “as converted” basis.

5.

We note your response to prior comment 6. Please disclose the names of your shareholders that hold shares in North South and the percentage of such shares held by those shareholders on an aggregate basis. Also, address the June 25, 2013 sale of Series E shares to North South

Response:

The Company has disclosed the names of its shareholders that hold shares in North South and the aggregate percentages of ownership.  The Company has also added disclosure regarding the shares of Series E Preferred Stock issued to North South.

***

The Company hereby acknowledges the following:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ Harvey Kesner_______

Harvey Kesner

Interim Chief Executive Officer

cc:

James Baker, Esq.

Tara Guarneri-Ferrara, Esq.

July 29, 2013

Via E -mail
Harvey Kesner
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed  July 11, 2013
 File No.  000-05576

Dear Mr. Kesner :

We have limited our review of your amended filing to those issues we have addressed in
our comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pro vide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information yo u provide in
response to these comments, we may have additional comments.
General
1. Please state clearly the reasons for engaging in the merger with North South.
2. Please advise where you have provided the disclosure required by Item 14(b)(10) of
Schedule 14A  as requested in prior comment 5.
Background, page 5
3. Please  further  expand your disclosur e in response to prior comment 4 to disclose the
percentage of shares that will be held by existing shareholders of Spherix on a fully
diluted basis upon closing of the  merger.  Also,  please reconcile your disclosure
regarding the fairness opinion that the Merger Consideration is fair to stockholders and
the company with the fairness opinion referenced in section 6.5(e) of the Merger
Agreement which references the value of the intellectual property being acquired.
Clarify whether the fairness opinion you receive will address the value of North South

Harvey Kesner
Spherix Incorporated
July 29 , 2013
Page 2

 Holdings, Inc. and whether and how the fairness opinion will demonstrate that the
issuance of the Merger Consideration in e xchange for the shares of North South is fair to
the existing shareholders of Spherix.
4. We note your statement that “upon the closing of the Merger, the shareholders of North
South will hold approximately 11.6% of the outstanding Common Stock of the
Compa ny.”  Please revise to also indicate the amount of shares and percentage of total
outstanding shares held by the North South shareholders on a converted basis with the
1,488,152 shares of Series D Preferred Stock converted.
5. We note your response to prior c omment 6.  Please disclose the names of your
shareholders that hold shares in North South and the percentage of such shares held by
those shareholders on an aggregate basis.  Also, address the June 25, 2013 sale of Series
E shares to North South.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and i ts management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
ackno wledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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.

You may contact Ruairi Regan, Staff Attorney, at (202) 551 -3269 or Davi d Link, Staff
Attorney, at (202) 551 -3356 if you have any questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.

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Spherix Incorporated - FORM correspondence

      July 11, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: David Link

Re: Spherix Incorporated

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed May 8, 2013

    File No. 000-05576

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated May 2, 2013 (the "Comment Letter") relating to the Preliminary Proxy Statement on Schedule 14A filed April 5, 2013 (the "Schedule 14A") by Spherix Incorporated (the “Company”).

The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

Solicitation of Consents, page 3

1.

We note your disclosure in this section that you expect certain shareholders to vote for the proposals.  Please expand your disclosure to explain what will happen in the event that those shareholders do not vote in favor or you otherwise do not obtain sufficient consents for the proposals to be approved.

Response:

We have amended the Schedule 14A to expand our disclosure accordingly.

Interest of Directors and Executive Officers in the Proposals, page 4

2.

We note your statement that “members of the board of directors and executive officers of Spherix do not have any interest in any other Proposal that is not shared by all other stockholders of Spherix, other than Proposal 3, approval of certain legal services ….” Please supplementally advise us whether any member of the board of directors or executive officers of Spherix holds any interest in North South.  We may have further comment.

Response:

No member of Spherix’s Board of Directors and no executive officer of Spherix holds any interest in North South.

Proposal to Approve the Issuance of an Aggregate of (A) 118,483 Shares of Common  Stock page 5

3.

We note your statement that “Nuta Virginia is the owner or assignee of certain patents, licenses and applications (the “North South Patent Portfolio”).  Please revise your statement as appropriate or advise us why Nuta Virginia is the owner or assignee of the North South Patent Portfolio.

1

Response:

We have amended the Schedule 14A to clarify the statement referenced in Comment No. 3.

4.

Please expand your disclosure in response to prior comment 2 to address the dilution impact of the issuance of the new securities on existing security holders.

Response:

We have amended the Schedule 14A to address the dilution impact of the issuance of the new securities on existing security holders.

5.

We note your response to prior comment 3.  It is unclear how you determined that you are not required to provide the pro-forma financial information and certain other information required by Item 14 of Schedule 14A.  Please provide an analysis that addresses separately each of the Item 14 requirements for which you have not provided information and explain clearly the legal basis upon which you rely to not provide such information.  We note, as examples, that you do not appear to have provided disclosure in response to Items 14(b)(4), (9),(10) and (11) and Item 14(c)(2).  Your response to comment 3 does not appear to identify a legal basis for not providing pro-forma financial information.  Also, please reconcile your disclosure, in your April 4, 2013 Form 8-K, that the transaction is being accounted for as an acquisition of assets given your description of the transaction as a merger, whereby North South will merge with and into a wholly owned subsidiary of Spherix.

Response:

Upon further review by management, we have determined that we are required to provide pro-forma financial information and the related information required by Item 14 of Schedule 14A.  Accordingly, we have included such pro forma and other required information in the amendment to our Schedule 14A and we have determined that the transaction will be accounted for as the acquisition of a business.

6.

We note your disclosure on page 5 and in your risk factors on page 11 regarding a significant overlap in ownership between the company and North South.  Please provide a complete description of any present or proposed material agreement, arrangement, understanding or relationship as required by Item 14(b)(7) of Schedule 14A and Items 1005(b) and 1011(a)(1) of Regulation M-A. Additionally, please supplementally provide us with a beneficial ownership table of North South.

Response:

There are no present or proposed material agreements, arrangements or understanding involving the parties to the transactions or their affiliates, other than the Merger Agreement and the Letter of Intent, filed as an Exhibit to the Current Report on Form 8-K, filed with the SEC on February 22, 2013.  Below, please find a beneficial ownership table of North South.

Holder

Common Stock

Series A Preferred Stock

Series B Preferred Stock

Hudson Bay IP Opportunities Master Fund LP

200

200

49.00

HS Contrarian Investments LLC

25

25

GRQ Consultants, Inc. Roth 401K FBO Barry Honig

25

25

5.00

Barry Honig

150

150

36.00

Iroquois Master Fund Ltd.

75

75

18.00

American Capital Management LLC

25

25

6.00

Franciscus Diaba

1.00

Anthony Hayes

1.00

Four Kids Investment Fund LLC

4.00

GRQ Consultants, Inc. 401K

3.00

GRQ Consultants, Inc. Defined Benefit Plan

3.00

Kristin O'Connor

2.00

Total

500

500

128.00

Description of North South, page 6

7.

Please revise to provide a brief description of the business conducted by North South.

Response:

We have revised the Schedule 14A to include a brief description of the business conducted by North South.

2

Security Ownership page 18

8.

Please identify the natural person or persons who exercise sole or shares voting and/or investment power with respect to the shares held by each of the principal stockholders listed in the table.

Response:

We have revised the Security Ownership table to identify the natural persons or persons who exercise voting and investment power with respect to shares held by such principal stockholders.

Financial Statements and Supplementary Data, page 20

9.

We note your statement that “[t]he full text of our audited consolidated financial statements as of December 31, 2012 and 2012 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 20, 2013.” Please revise your statement to incorporate the company’s financial statements as of December 31, 2011.

Response:

We have revised the Schedule 14A to incorporate the Company’s financial statements as of December 31, 2011.

Information Incorporated by Reference, page 23

10.

We note that you have incorporated by reference certain information required by Item 13 of Schedule 14A.  Please identify clearly on the last page of the consent solicitation the portions of your annual report on Form 10-K that you are incorporating by reference. Also, file such information in electronic format with the proxy statement as required by General Instruction D.4 of Schedule 14A.

Response:

We have revised the Schedule 14A to identify the portions of the Annual Report that we are incorporating by reference and are simultaneously filing such information in electronic format with the proxy statement.

***

3

The Company hereby acknowledges the following:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ Harvey Kesner

Harvey Kesner

Interim Chief Executive Officer

cc:

James Baker, Esq.

Tara Guarneri-Ferrara, Esq.

4

May 20, 2013

Via E -mail
Robert L. Clayton
Chief Financial  Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Revised Preliminary Proxy Statement on Schedule 14A
Filed  May 8, 2013
 File No.  000-05576

Dear Mr. Clayton :

We have limited our review of your amended filing to those issues we have addressed in
our comments.  In some of our comments, we  may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the req uested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Solicitation of Consents , page 3
1. We note your disclosure in this section that you expect certain shareholders to vote for
the proposals.  Please expand your disclosure to explain what will happe n in the event
that those shareholders do not vote in favor or you otherwise do not obtain sufficient
consents for the proposals to be approved .

Interest of Directors and Executive Officers in the Proposals, page 4

2. We note your statement that “members of the board of directors and executive officers of
Spherix do not have any interest in any other Proposal that is not shared by all other
stockholders of Spherix, other than Proposal 3, approval of certain legal servic es ….”
Please supplementally advise us whether any member of the board of directors or
executive officers of Spherix holds any interest in North South.  We may have further
comment.

Robert L. Clayton
Spherix Incorporated
May 2 0, 2013
Page 2

 Proposal to Approve the Issuance of an Aggregate of (A) 118,483 Shares of  Common Stock…,
page 5
3. We note your statement that “Nuta Virginia is the owner or assignee of certain patents,
licenses and applications (the “North South Patent Portfolio”).  Please revise your
statement as appropriate or advise us why Nuta Virginia is th e owner or assignee of the
North South Patent Portfolio.
4. Please expand your disclosure in response to prior comment 2 to address the dilution
impact of the issuance of the new securities on existing security holders.
5. We note your response to prior comment  3.  It is unclear how you  determined that you
are not required to provide the pro -forma financial information and certain other
information required by Item 14 of Schedule 14A.  Please provide an analysis that
addresses separately each of the Item 14 requ irements for which you have not provided
information and explain clearly the legal basis up on which you rely to not provide such
information.  We note , as examples , that you do not appear to have provided disclosure in
response to Items 14(b)(4), (9),(10) and (11) and Item 14(c)(2) .  Your response to
comment 3 does not appear to identify a legal basis for not providing pro -forma financial
information.  Also, please reconcile your disclosure, in your April 4, 2013 Form 8 -K, that
the transaction is being acco unted for as an acquisition of assets given your description of
the transaction as a merger, whereby North South will merge with and into a wholly
owned subsidiary of Spherix.
6. We note your disclosure on page 5 and in your risk factors on page 11 regarding a
significant overlap in ownership between the company and North South.  Please provide
a complete description of any present or proposed material agreement, arrangement,
under standing or relationship as required by Item 14(b)(7) of Schedule 14A and Items
1005(b) and 1011(a)(1) of Regulation M -A. Additionally, please supplementally provide
us with a beneficial ownership table of North South.

Description of North South, page 6

7. Please revise to provide a brief description of the business conducted by North South.

Security Ownership…, page 18

8. Please identify the natural person or persons who exercise sole or shares voting and/or
investment power with respect to the shares held b y each of the principal stockholders
listed in the table.

Financial Statements and Supplementary Data, page 20

9. We note your statement that “[t]he full text of our audited consolidated financial
statements as of December 31, 2012 and 2012 is incorporated by reference to our Annual
Report on Form 10 -K for the fiscal year ended December 31, 2012, filed with the SEC on

Robert L. Clayton
Spherix Incorporated
May 2 0, 2013
Page 3

 March 20, 2013.”  Please revise your statement to incorporate the company’s financial
statements as of December 31, 2011.

Information Incorpo rated by Reference, page 23
10. We note that you have incorporated by reference certain information required by Item 13
of Schedule 14A.  Please identify clearly on the last page of the consent solicitation the
portions of your annual report on Form 10 -K that you are incorporating by reference.
Also, file such information in electronic format with the proxy statement as required by
General Instruction D.4 of Schedule 14A.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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.

You may contact Ruairi Regan, Staff Attorney, at (202) 551 -3269 or David Link, Staff
Attorney, at (202) 551 -3356 if you have any questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.

CORRESP
1
filename1.htm

Spherix Incorporated - FORM correspondence

May 8, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:

David Link

Re:

Spherix Incorporated

Preliminary Proxy Statement on Schedule 14A

Filed April 5, 2013

File No. 000-05576

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated May 2, 2013 (the "Comment Letter") relating to the Preliminary Proxy Statement on Schedule 14A filed April 5, 2013 (the "Schedule 14A") by Spherix Incorporated (the “Company”).

The numbers set forth next to each of the responses in this letter correspond to the numbers referenced in the Staff’s comments, as set forth in the Comment Letter.

Cover Page

1.  Please tell us why you do not appear to have paid the filing fee required by Securities Exchange

Act Rules 14a-6(i)(1) and 0-11.

Response:

The Company has paid the filing fee in conjunction with the amending of its Schedule 14A.

Proposal to approve the issuance of an aggregate of (a) 118,483  shares  of  common  stock… , page 3

2.  Please disclose the terms of the Series D Convertible preferred stock as required by Item 11(b) of Schedule 14A.  Also address the effect of the issuance of the merger consideration upon the rights of existing security holders as required by Item 11(d) of Schedule 14A.

Response:

The Company has included disclosure regarding the terms of the Series D Convertible Preferred Stock in the amended Schedule 14A and has addressed the effect of the issuance of the merger consideration upon the rights of existing security holders.

3.  Please provide the disclosure required by Items 13 and 14 of Schedule 14A including, without limitation, the pro-forma financial information required by Rule 3-05 and Article 11 of Regulation S-X.  Refer to Note A to Schedule 14A for guidance.

Response:

The Company has incorporated by reference the information required by Item 13 of Schedule 14A to its Annual Report for the fiscal year ended December 31, 2012.

The Company is not able to file pro forma financial statements or audited financial statements of North South Holdings, Inc. (“North South”) because the Company believes that the assets purchased from North South does not represent an ongoing “business” for accounting purposes.  As a result, neither the historical cost for patenting incurred by prior owners of the portfolio or its balance sheet treatment, nor the North South balance sheet are required or necessary for the Company’s accounting and therefore such information would not be capable of being distilled into any pro forma.

The Company anticipates receiving a fairness opinion at the time of the closing of the merger with North South, however such opinion is not available currently.

Response

Form 8-K

4.  It appears that you filed a Form 8-K on March 7, 2013 which indicated that you issued 229,337 shares of Series C Convertible Preferred Stock in exchange for common stock purchase warrants.  Please amend your Form 8-K to provide the information required in Item 3.02 of the Form 8-K and indicate in that Form 8-K that you have filed an Item 3.02 Form 8-K to report the issuance.  Specifically address the exemption from registration that was claimed for the transaction and briefly state the facts relied upon to make the exemption available.

Response:

The Company has amended the Form 8-K to include the disclosure required in accordance with the Staff’s Comment 4.

***

The Company hereby acknowledges the following:

    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ Robert L. Clayton

Robert L. Clayton, CFO

cc:

James Baker, Esq.

Tara Guarneri-Ferrara, Esq.

May 2, 2013

Via E -mail
Robert L. Clayton
Chief Executive Officer
Spherix Incorporated
7927 Jones Branch Drive, Suite 3125
Tysons Corner, VA 22102

Re: Spherix Incorporated
 Preliminary Proxy Statement on Schedule 14A
Filed  April 5, 2013
 File No.  000-05576

Dear Mr. Clayton :

We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requeste d
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Cover Page
1. Please tell us why you do not appear to have paid the filing fee required by Securities
Exchange Act Rules 14a -6(i)(1) and 0 -11.
Proposal to approve the issuance of an aggregate of (a) 1 18,483 shares of common stock… , page 3
2. Please disclose the terms of the Series D Convertible preferred stock as required by Item
11(b) of Schedule 14A.   Also address the effect of the issuance of the merger
consideration upon the rights of existing securit y holders as required by Item 11(d) of
Schedule 14A.

Robert L. Clayton
Spherix Incorporated
May 2, 2013
Page  2

 3. Please provide the disclosure required by Items 13 and 14 of Schedule 14A including ,
without limitation , the pro -forma financial information required by Rule 3 -05 and Article
11 of Regulation S -X.  Refer to Note A to Schedule 14A for guidance.
Form 8 -K
4. It appears that you filed a Form 8 -K on March 7, 2013 which indicated that you issued
229,337 shares of Series C Convertible Preferred Stock in exchange for common stock
purchase warrants.  Please amend your Form 8 -K to provide the information required in
Item 3.02 of the Form 8 -K and indicate in that Form 8 -K that  you have filed an Item 3.02
Form 8 -K to report the issuance.  Specifically address the exemption from registration
that was claimed  for the transaction and briefly state the facts relied upon to make the
exemption available.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a w ritten statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from tak ing 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.

You may contact Ruairi Regan, Staff Attorney, at (202) 551 -3269 or David Link, Staff
Attorney, at (202) 551 -3356 if you have any questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc (via e -mail): Tara Guarneri -Ferrara, Esq.

June 14 , 2012

Via E -mail
Robert L. Clayton
Chief Financial Officer  and Treasurer
Spherix Incorporated
6430 Rockledge Drive, Suite 503
Bethesda, MD  20817

Re: Spherix Incorporated
Preliminary Proxy Statement on Schedule 14A
Filed May 29 , 2012
File No. 000-05576

Dear Mr. Clayton :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

Spherix Incorporated

June 7, 2012

Attn:  Adam Turk

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

RE:     Spherix Incorporated

PRE 14A filed on May 29, 2012

Dear Mr. Turk:

As discussed, attached is the additional language that will be included in the Company’s Definitive Proxy statement.

Sincerely,

/s/   Robert L. Clayton

Robert   L. Clayton

CFO   and Treasurer

6430 Rockledge Drive, Suite 503

Bethesda, MD  20817

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

http://spherix.com

Attachment 1

AUTHORIZATION TO ISSUE SECURITIES IN ONE OR MORE NON-PUBLIC OFFERINGS IN ACCORDANCE WITH NASDAQ MARKETPLACE RULE 5635

(Item 2 on the Proxy Card)

Our Common Stock is currently listed on The NASDAQ Capital Market and we are subject to the marketplace rules of The NASDAQ Stock Market LLC. NASDAQ Marketplace Rule 5635(d) requires us to obtain shareholder approval prior to the issuance of our Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by the Company of Common Stock (and/or securities convertible into or exercisable for Common Stock) equal to 20% or more of the Common Stock outstanding before the issuance. Shares of our Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value.

We intend to seek additional capital to implement our business strategy and enhance our overall capitalization. We have not determined the particular terms for such prospective offerings. Because we may seek additional capital that triggers the requirements of NASDAQ Marketplace Rule 5635(d), we are seeking shareholder approval now, so that we will be able to move quickly to take full advantage of any opportunities that may develop in the equity markets.

We are seeking shareholder approval for the potential issuance of shares of our Common Stock, or securities convertible into our Common Stock, in one or more capital-raising transactions, or offerings, subject to the following limitations:

·                  The aggregate number of shares issued in the offerings will not exceed 10 million shares of our Common Stock, subject to adjustment for any reverse stock split effected prior to the offerings (including pursuant to preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into Common Stock);

·                  The total aggregate consideration will not exceed $10 million in cash;

·                  The maximum discount at which securities will be offered (which may consist of a share of Common Stock and a warrant for the issuance of up to an additional share of Common Stock) will be equivalent to a discount of 20% below the market price of our Common Stock at the time of issuance;

·                  Such offerings will occur, if at all, on or before August 14, 2014; and

·                  Such other terms as the board of directors shall deem to be in the best interests of the Corporation and its shareholders, not inconsistent with the foregoing.

The issuance of shares of our Common Stock, or other securities convertible into shares of our Common Stock, in accordance with any offerings would dilute, and thereby reduce, each existing shareholder’s proportionate ownership in our Common Stock.  The stockholders do not have preemptive rights to subscribe to additional shares that may be issued by the Company in order to maintain their proportionate ownership of the Common Stock.  The board of directors has not yet determined the terms and conditions of any offerings. As a result, the level of potential dilution cannot be determined at this time, but as discussed above, we may not issue more than 10 million shares of Common Stock in the aggregate pursuant to the authority requested from shareholders under this proposal (subject to adjustment for any reverse stock split). It is possible that if we conduct a non-public stock offering, some of the shares we sell could be purchased by one or more investors who could acquire a large block of our Common Stock. This would concentrate voting power in the hands of a few shareholders who could exercise greater influence on our operations or the outcome of matters put to a vote of shareholders in the future. Although we do not anticipate that the issuance of Common Stock pursuant to the offerings will result in a “change in control” (as used in NASDAQ Marketplace Rule 5635), in the event it does, shareholder approval of the offerings will also constitute approval of any change of control for the purposes of NASDAQ Marketplace Rule 5635 and no additional shareholder approval will be required or sought.

11

Attachment 2

AMENDMENT OF AMENDED AND RESTATED 1997 STOCK OPTION PLAN

(Item 3 on the Proxy Card)

The Board of Directors recommends that the Stockholders approve an amendment to the Company’s Amended and Restated 1997 Stock Option Plan (the “Plan”).

The Plan is designed to promote our success and enhance our value by linking the interests of our Officers, employees and Directors to those of our Stockholders and by providing participants with incentives for performance.  The Plan is further intended to provide flexibility in our ability to motivate, attract and retain employees and Directors upon whose judgment, interest and special efforts our business is largely dependent.

The Plan was initially adopted by the Board of Directors in late 1997 and ratified by the Stockholders in May, 1998.  The Plan was amended by the Board of Directors and the Stockholders in 2001 to increase the maximum number of shares of Common Stock issuable thereunder.  In 2005, the Plan was amended and restated, which included an extension of the term of the Plan through December 31, 2010.  The Plan has been further extended through December 31, 2015.

In May 2011, the Company effected a 1 for 10 reverse stock split;  all of the numbers of shares of Common Stock below have been restated to reflect this reverse stock split.

Proposal

This amendment of the Plan would increase the maximum number of shares of Common Stock issuable under the Plan from 100,000 shares to 500,000 shares.  At present, the Company has no shares available for issuance under the Plan.

The purpose of the Plan is to provide long-term incentives and rewards to relevant individuals, to assist the Company in attracting and retaining individuals with experience and/or ability on a basis competitive with industry practices and to associate the interest of these individuals with those of the Company’s Stockholders by providing for the issuance of stock-based awards (“Awards”).  The Company grants Awards to both employees and members of the Board of Directors.  Awards are granted to employees to both incent and reward such employees in their pursuits on behalf of the Company.  Awards are provided to members of the Board of Directors as a regular component of annual compensation.  Stock options, valued at $10,000, are awarded to each non-employee Board member in May of each year; provided, however, that in 2012 the Company did not have sufficient shares available in the Plan to fully compensate the Board members.  Accordingly, the Company issued stock options to each non-employee director with a value of $4,278 instead of the $10,000 in stock options as required under its directors’ compensation plan.  In such an event, each of the non-employee directors will receive $5,722 of options valued at the date the Stockholders approve the amendment to the Plan.  Assuming the Company’s stock price is $0.75 per share at that time, the non-employee directors will be awarded stock options under the Plan as follows:

Name and Position

Dollar Value

Number of Shares

Douglas T.   Brown

$

5,722

5,704

Aris   Melissaratos

$

5,722

5,704

Thomas B.   Peter

$

5,722

5,704

Robert J.   Vander Zanden

$

5,722

5,704

All Non-Employee Directors

$

22,888

30,516

If the Stockholders approve this amendment, the Company will award the remaining stock options.  If the Stockholders do not approve the amendment, the Company will satisfy this obligation to its Directors in cash.

The amendment of the Plan must be approved by the holders of at least a majority of the outstanding shares of the Company’s Common Stock present, or represented by proxy, and entitled to vote at the annual meeting.

Following below is a description of the Plan, as amended.  The only material difference between the existing Plan and the amended Plan, assuming it is approved by our Stockholders, is the number of shares available for issuance under the Plan.  This description is qualified in its entirety by the terms of the amended Plan, a copy of which is attached to this Proxy Statement as Appendix A and is incorporated herein by reference.

13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 22, 2010

 Claire L. Kruger Chief Executive Officer and Chief Operating Officer Spherix Incorporated 6430 Rockledge Drive #503 Bethesda, Maryland 20817
Re: Spherix Incorporated
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed September 17, 2010
  File No. 333-167963
Dear Ms. Kruger:

We have reviewed your amendment and re sponse letter filed on September 17, 2010. We
have an additional comment.
Exhibit 5.1

1. We note your response to comment two issued  in our letter date d September 17, 2010, as
well as counsel’s revised legal opinion.  The la st sentence in the penul timate paragraph of
the revised opinion is not acceptable as it qua lifies counsel’s opinion with respect to the
warrants in an impermissible manner.  Please either have counsel remove the
jurisdictional qualification in the noted sent ence or obtain and file an additional,
unqualified opinion that the warrants will be your legal and binding obligations.

Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Ms. Claire L. Kruger
Spherix Incorporated  September 22, 2010 Page 2

You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King,
Staff Attorney at (202) 551- 3338 if you have any questions.

Sincerely,

          Pamela Long
Assistant Director
   cc: James E. Baker, Jr.  (via  facsimile at (410) 230-3801)
Baxter, Baker, Sidle,  Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100 Baltimore, Maryland 21202

CORRESP
1
filename1.htm

Spherix Incorporated

October 6, 2010

VIA
FACSIMILE

Division
of Corporate Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attn:
Chambre Malone

RE:         Spherix
Incorporated

Registration
Statement on Form S-1 (File No. 333-167963)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1993, as amended, Spherix
Incorporated (the “Company”), respectfully requests that the Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-1 to become effective on
October 6, 2010, at 4:30 p.m., Eastern Time, or as soon thereafter as
practicable.

In
connection with this request, we acknowledge to the Commission that:

·                  should the Commission or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

·                  the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

Please
contact James E. Baker, Jr. at (410) 385-8122 if you have any questions
regarding this matter.

Thank
you for your assistance.

Very truly yours,

6430 Rockledge Drive, Suite 503

Bethesda, MD  20817

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

http://spherix.com

  SPHERIX
  INCORPORATED

  By:

  /s/
  Robert L. Clayton

  Robert
  L. Clayton,

  Chief
  Financial Officer

  and
  Treasurer

CORRESP
1
filename1.htm

Spherix Incorporated

  September 28, 2010

VIA
FACSIMILE

Division of Corporate
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

Attn: Chambre Malone and
Dietrich King

RE:      Spherix Incorporated

Registration
Statement on Form S-1 (File No. 333-167963)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1993, as amended, Spherix
Incorporated (the “Company”), respectfully requests that the Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-1 to become effective on
October 1, 2010, at 4:30 p.m., Eastern Time, or as soon thereafter as
practicable.

In
connection with this request, we acknowledge to the Commission that:

·                 should the Commission or the staff of
the Commission (the “Staff”), acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

·                 the action of the Commission or the
Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

·                 the Company may not assert Staff comments
and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please
contact James E. Baker, Jr. at (410) 385-8122 if you have any questions
regarding this matter.

Thank
you for your assistance.

  Very truly yours,

6430 Rockledge Drive,
Suite 503

Bethesda, MD  20817

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

http://spherix.com

Spherix Incorporated

  SPHERIX INCORPORATED

  By:

        /s/
  Robert L. Clayton

  Robert L. Clayton,

  Chief Financial Officer

  and Treasurer

6430 Rockledge Drive,
Suite 503

Bethesda, MD  20817

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

http://spherix.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 15, 2010
  Claire L. Kruger Chief Executive Officer and Chief Operating Officer Spherix Incorporated 6430 Rockledge Drive #503 Bethesda, Maryland 20817
Re: Spherix Incorporated
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed September 3, 2010
  File No. 333-167963
Dear Ms. Kruger:

We have reviewed your amendment and re sponse letter filed on September 3, 2010. We
have additional comments.
Exhibit 5.1

1. Please revise the opinion limitation on page tw o to state that your opinion covers the
statutory provisions of the Delaware General Corporation Law as well as the rules and
regulations underlying those provisions and applicable judicial and regulatory
determinations.

2. We note that section 5.e of the form of wa rrant filed as Exhibit 10.21 states that the
warrants will be governed under the jurisdic tion governing the securities purchase
agreement.  Section 5.9 of th e securities purchase agreement filed as Exhibit 10.20 states
that the warrants will be governed under Ne w York law.  Please provide a legality
opinion under New York law with respect to th e opinion stating that the warrants will be
your valid and legally binding obligations.

Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

Ms. Claire L. Kruger
Spherix Incorporated  September 15, 2010 Page 2

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King,
Staff Attorney at (202) 551- 3338 if you have any questions.

Sincerely,

          Pamela Long
Assistant Director
   cc: James E. Baker, Jr.  (via  facsimile at (410) 230-3801)
Baxter, Baker, Sidle,  Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100 Baltimore, Maryland 21202

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 29, 2010

 Claire L. Kruger Chief Executive Officer and Chief Operating Officer Spherix Incorporated 6430 Rockledge Drive #503 Bethesda, Maryland 20817
Re: Spherix Incorporated
  Registration Statement on Form S-1
Filed July 2, 2010
  File No.  333-167963
Dear Ms. Kruger:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. We note that the convertible preferred stock and warrants will be sold in units but that the
units will not be issued or  certificated.  Please clarify for us what you mean by the
statement that the units will not be issued.  In addition, please tell us what consideration
you have given to whether the units are separa te securities that s hould be covered by the
registration statement.
 2. Please add to the registration statement all th e currently omitted information that is not
subject to Rule 430A under the Securities Ac t of 1933, as amended.  Please note that we
will need adequate time to review th is information once it is provided.

Ms. Claire L. Kruger
Spherix Incorporated
July 29, 2010 Page 2

3. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indicating that FINRA has cleared the placement agent
compensation arrangements for the offering.

4. We note that you have not filed several exhibi ts, including the legality opinion.  Please
allow sufficient time for our review of these exhibits before reques ting effectiveness of
your registration statement.
 Cover Page of Registration Statement

5. We note that you have included the undertakings for Rule 415 offerings on page II-2 of
the registration statement and that it appears that your offering will be made on a delayed
or continuous basis.  If this  is correct, please revise the cover page to check the box to
indicate that you are registering an  offering pursuant to Rule 415.

Prospectus Summary, page 2
The Offering, page 4
 6. We note your disclosure in the Definitive Proxy Statement filed on July 2, 2010, which states that you are required to obtain shar eholder approval prior to issuing a certain
number of shares of your common stock.  Please revise this section to disclose (i) that
you must obtain shareholder approval at you r annual meeting on August 31, 2010 to issue
the shares of common stock underlying the c onvertible preferred st ock and warrants and
(ii) your intentions with re gard to the offering if you ar e unable to obtain the required
shareholder approval.  Please revise other sections of your prospectus accordingly,
including, but not limited to, the Plan of Dist ribution.  Please furthe r consider whether a
failure to obtain the required shareholder approval would create a ny significant risks for
your company, and if necessary, revise your risk factor disclosure to discuss such risks.

Risk Factors, page 6

7. You must identify all signifi cant factors that make your o ffering speculative or risky.
Please revise the introductory paragraph to de lete the fourth through seventh sentences,
which are not appropriate.  Please refer to Item 503(c) of Regulation S-K.
   Item 16.  Exhibits, page II-2

 8. Please file the warrant agreement and form of warrant as exhibits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Ms. Claire L. Kruger
Spherix Incorporated  July 29, 2010 Page 3

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Chambre Malone, Staff Atto rney at (202) 551-3262 or Dietrich King,
Staff Attorney at (202) 551- 3338 if you have any questions.

Sincerely,
           Pamela Long
Assistant Director
   cc: James E. Baker, Jr.  (via  facsimile at (410) 230-3801)
Baxter, Baker, Sidle,  Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100 Baltimore, Maryland 21202

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      January 13, 2010
Robert L. Clayton
Chief Financial Officer Spherix, Inc. 6430 Rockledge Drive, Suite 503 Bethesda, Maryland 20817
 RE: Spherix, Inc.
Form 10-K for the Year Ended December 31, 2008 Forms 10-Q for the Periods Ended Ma rch 31, 2009, June  30, 2009 and
September 30, 2009 File No. 0-05576

Dear Mr. Clayton:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Accountan t, at (202) 551-3733 or in his absence, to
the undersigned at (202) 551-3769.

       S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             December 18, 2009
 Robert L. Clayton Chief Financial Officer Spherix, Inc. 6430 Rockledge Drive, Suite 503 Bethesda, Maryland 20817
 RE: Spherix, Inc.
Form 10-K for the Year Ended December 31, 2008
Forms 10-Q for the Periods Ended Ma rch 31, 2009, June  30, 2009 and
September 30, 2009 File No. 0-05576

Dear Mr. Clayton:
   We have reviewed your filings and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2009

 Item 4T – Controls a nd Procedures, page 14

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

Mr. Robert L. Clayton
December 18, 2009 Page 2  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.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Robert L. Clayton
December 18, 2009 Page 3
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,             R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

 SPHERIX

September 28, 2009

VIA
FACSIMILE

Division
of Corporate Finance

Securities
and Exchange Commission

Mail
Stop 6010

100
F Street, NE

Washington,
D.C. 20549

Attn:  Ms. Malone

  RE:

  Spherix
  Incorporated

  Registration
  Statement on Form S-3 (File No. 333-161531)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1993, as amended, Spherix
Incorporated (the “Company”), respectfully requests that the Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 to become effective on
October 1, 2009, at 4:30 p.m., Eastern Time, or as soon thereafter as
practicable.

In
connection with this request, we acknowledge to the Commission that:

·                  should the Commission or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

·                  the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

Please
contact James E. Baker, Jr. at (410) 385-8122 if you have any questions
regarding this matter.

6430 Rockledge Drive,
#503

Bethesda, MD  20817

Tel.:  (301) 897-2540

Fax:  (301) 897-2567

www.spherix.com

Thank
you for your assistance.

  Very
  truly yours,

  SPHERIX
  INCORPORATED

  By:

  /s/
  Robert L. Clayton

  Robert
  L. Clayton,

  Chief
  Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
  CORPORATION FINANCE

 Mail Stop 4631
          September 18, 2009
Via U.S. Mail and Facsimile

Claire L. Kruger Chief Executive Officer and Chief Operating Officer  Spherix Incorporated 6430 Rockledge Drive #503
Bethesda, Maryland 20817

Re: Spherix Incorporated
  Registration Statement on Form S-3
Filed August 25, 2009
  File No.  333-161531
Dear Ms. Kruger:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Calculation of Registration Fee

 1. We note your reference to debt securities in footnotes (4) and (6) and on page 17.
Please tell us why you have not included such  debt securities in the table, or
alternatively, revise to omit these references.

Ms. Claire L. Kruger
Spherix Incorporated
September 18, 2009 Page 2   Outside Cover of Prospectus

2. Please revise to set forth the calculati on of the aggregate market value of your
outstanding voting and nonvoting common equity, as required pursuant to
Instruction 7 to General Inst ruction I.B.6. of Form S-3.

Exhibit 5.1

3. Please confirm your understanding that an updated unqualified opinion of counsel
should be filed with respect to the legality  of the securities be ing offered for each
sale of the securities regi stered in this filing.  See Compliance and Disclosure
Interpretations – Securities Act Rule s (Question 212.05), available in the
Corporation Finance section of our website.

4. Please clarify in the first paragraph that Baxter, Baker,  Sidle, Conn & Jones, P.A.
has acted as counsel to the company.
 5. Please revise paragraph 1 on page 2 to include the rights associated with the
common stock.

6. Please revise to also opine on the legal,  binding obligations of the company with
respect to the Units.

7. Please revise to make clear that th e opinion covers the Delaware General
Corporation Law as well as all Delaware statutory provision s of law and any
reported judicial decisions interpreting these laws.
 8. Please revise the last sentence of the opi nion to clarify that counsel does not admit
that it is an expert within the meani ng of Section 7 of the Securities Act.
 9. The opinion does not contain a signature.  Please have counsel revise its opinion
accordingly.

Exhibit 23.2

10. Please file a revised consent that incl udes both the name and signature of the
independent registered public accounting firm.  See Item 601(b)(23) of
Regulation S-K.

Ms. Claire L. Kruger
Spherix Incorporated
September 18, 2009 Page 3
*    *    *    *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert the declarati on of effectiveness as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Ms. Claire L. Kruger
Spherix Incorporated September 18, 2009 Page 4
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in adva nce of the requested effective date.
 You may contact Chambre Malone, Staff Attorney at (202) 551-3262 or Brigitte
Lippmann, Senior Staff Attorney  at (202) 551-3713, or in thei r absence, myself at (202)
551-3760 with any other questions  or disclosure issues.

Sincerely,    Pamela A. Long  Assistant Director
  cc:   James E. Baker, Jr.  ( via facsimile at (410) 230-3801)
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street, Suite 2100
Baltimore, Maryland 21202

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      June 18, 2007
Richard C. Levin
CEO, President and Chief Financial Officer Spherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705
 RE: Spherix Incorporated
Form 10-K for Fiscal Year  Ended December 31, 2006
Form 10-Q for Fiscal Quarter Ended March 31, 2007 File No. 0-5576

Dear Mr. Levin:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Account ant, at (202) 551-3733 or in his absence,
Nudrat Salik, Staff Acco untant, at (202) 551-3692.

       Sincerely,          Rufus Decker  Accounting Branch Chief

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 2, 2007
 Richard C. Levin CEO, President and Chief Financial Officer Spherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705
 RE: Spherix Incorporated
Form 10-K for Fiscal Year  Ended December 31, 2006
File No. 0-5576

Dear Mr. Levin:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

 Financial Statements

 Consolidated Statement of Operations, page 23

 1. On page 15, you indicate 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 Recreat ion 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.

Mr. Richard C. Levin
May 2, 2007 Page 2  Exhibits 31 and 32

 2. 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 a uditor’s report.  Please advise or amend
your Form 10-K for the year ended Decem ber 31, 2006 in its entirety to provide
currently dated certifications .  In a similar manner, pl ease address the date that
your officers and directors signed the Form 10-K on page 54.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Richard C. Levin
May 2, 2007 Page 3
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

Mail Stop 7010

      August 23, 2005

Mr. Richard C. Levin
Chief Executive Officer, President
and Chief Financial Officer,
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

 RE: Form 10-K for the fiscal year ended December 31, 2004
  Forms 10-Q for the periods ended March 31 and June 30,
2005
  File No. 0-5576

Dear Mr. Levin:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of your
filings, please direct them to Scott Watkinson, Staff Accountant,
at(202) 551-3741 or, in his absence, to the undersigned at (202)
551- 3769.

        Sincerely,

        Rufus Decker
        Accounting Branch Chief

??

??

??

??

Mr. Richard C. Levin
Spherix Incorporated
Page 1 of 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF CORPORATION FINANCE

CORRESP
1
filename1.htm

October 7, 2005

VIA
FACSIMILE

Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549

  Re:

  Spherix
  Incorporated

  Registration No.
  333-126930

Ladies and Gentlemen:

In
accordance with the Securities Act of 1993, as amended, Spherix Incorporated
(the “Company”), respectfully requests that the effective date of its
Registration Statement on Form S-2,
referenced above be accelerated and that such Registration Statement be
permitted to become effective as soon as practicable after 4:00 p.m.,
Washington, D.C. time, on October 11, 2005, or as soon thereafter as
practicable.

In
connection with this request, we acknowledge to the Securities and Exchange
Commission (the “Commission”) that:

should
the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

the
company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please
contact James E. Baker, Jr. at (410) 385-8122 if you have any questions.

Thank
you for your assistance.

  Very truly
  yours,

  SPHERIX
  INCORPORATED

  By:

  /s/ Richard C.
  Levin

  Richard C.
  Levin,

  President, Chief
  Executive Officer

  and Chief
  Financial Officer

CORRESP
1
filename1.htm

October 11, 2005

VIA FACSIMILE

Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549

  Re:

  Spherix
  Incorporated

  Registration No. 333-126930

Ladies and Gentlemen:

In
accordance with the Securities Act of 1993, as amended, Spherix Incorporated
(the “Company”), respectfully requests that the effective date of its
Registration Statement on Form S-2,
referenced above be accelerated and that such Registration Statement be
permitted to become effective as soon as practicable after 4:00 p.m.,
Washington, D.C. time, on October 11, 2005, or as soon thereafter as
practicable.

In
connection with this request, we acknowledge to the Securities and Exchange
Commission (the “Commission”) that should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the staff from continuing to comment on the adequacy and accuracy of
the disclosure in the filing or from taking any action with respect to the
filing, and we represent that we will not assert this action as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please
contact James E. Baker, Jr. at (410) 385-8122 if you have any questions.

Thank
you for your assistance.

  Very truly
  yours,

  SPHERIX
  INCORPORATED

  By:

   /s/
  Richard C. Levin

   Richard C.
  Levin,

   President,
  Chief Executive Officer

   and Chief
  Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

September 28, 2005

Via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

Re: 	Spherix Incorporated
Amendment No. 3 to Registration Statement on Form S-2
Filed September 22, 2005
File No. 333-126930

Dear Mr. Levin:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Where You Can Find More Information, page 20

1. Please revise the list of incorporated documents to include
your
current report on Form 8-K filed September 23, 2005.

Part II - Information Not Required in Prospectus, Page 22

Item 16. Exhibits, page 22

2. We note the letter that you provided to us supplementally
regarding
the removal of David Gonzalez as escrow agent and the termination
of
the escrow agreement dated as of July 22, 2005.  Please file this
letter as an exhibit to your registration statement.

3. Please file your escrow agreement dated as of September 22,
2005 as
an exhibit to your registration statement.
*	*	*	*

      As appropriate, please amend your registration statement in
response to this comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your
responses to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comment.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief

cc:	Mr. James E. Baker, Jr.
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street
Baltimore, Maryland 21202
??

??

??

??

Mr. Richard C. Levin
Spherix Incorporated
September 28, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

September 20, 2005

Via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

Re: 	Spherix Incorporated
Amendment No. 2 to Registration Statement on Form S-2
Filed September 16, 2005
File No. 333-126930

Dear Mr. Levin:

      We have reviewed your amended filing and your response and
have
the following comment.  We welcome any questions you may have
about
our comment or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

1. We have considered your response to comment 3 of our letter
dated
August 15, 2005.  It is our position that the affiliate
relationship
between the escrow agent and Cornell Capital Partners provides
Cornell Capital Partners with discretion that is inconsistent with
our position regarding equity lines of credit set forth in the
Current Issues and Rulemaking Projects Outline Quarterly Update,
March 31, 2001.  Therefore, the escrow agent must be independent
of
Cornell Capital Partners.  Please appoint a new escrow agent and
revise your escrow agreement and prospectus accordingly.

*	*	*	*

      As appropriate, please amend your registration statement in
response to this comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comment and provides any requested
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comment.
      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief

cc:	Mr. James E. Baker, Jr.
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street
Baltimore, Maryland 21202
??

??

??

??

Mr. Richard C. Levin
Spherix Incorporated
September 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

September 12, 2005

Via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

Re: 	Spherix Incorporated
Registration Statement on Form S-2
Amendment No. 1
Filed August 26, 2005
File No. 333-126930

Dear Mr. Levin:

      We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Registration Statement on Form S-2

General

1.       We are still considering your response to prior comment
3.

2.	We note your response to prior comment 5.  However, Item 512
of
Regulation S-K and our staff position require that you must file a
prospectus supplement for these matters.  You would only be
permitted
to include this information in a Form 8-K if you registered this
offering on Form S-3.

3.	We note your revised disclosure in response to prior comment
6.
Please highlight upfront Cornell`s relationship with Yorkville and
explain why they were paid and why they will be paid separate
consideration upon each sale to Cornell.

4.	We note that you still refer to "market price" and "offering
price" throughout the registration statement.  Please revise to
more
accurately describe the price.

Prospectus Summary, page 1
The Offering, page 1

5.	Please provide the information regarding the terms of the
equity
distribution agreement in bullet format with appropriate sub-
captions
so that the information is easy to read and understand.

6.	Please confirm to us that Cornell will not sell shares short
prior to effectiveness of this registration statement.

7.	In the fourth paragraph of this section where you state that
"Spherix is irrevocably bound to sell shares to Cornell," please
also
disclose that Cornell is irrevocably bound to purchase the shares.
Please also comply on page 13.

Recent Developments, page 3

8.	We restate the portions of prior comment 18 to state that
your
stock could be delisted, the consequences to stockholders of being
delisted and that your shares would be considered a penny stock
which
would cause limitations on their sales. Please also comply on page
8.

Standby Equity Distribution Agreement, page 12

9.	Please explain what "weighting the price" means and how you
will
weight the price "by the aggregate number of shares sold at that
price."

Plan of Distribution, page 15

10.	We note your revised disclosure in response to prior comment
46.
Please describe how Newbridge participated as a placement agent.
In
this regard, address the fact that you had already entered into
the
agreement to sell the shares when you engaged them to act as
placement agent.

*	*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3767 with
any
questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief

cc:	Mr. James E. Baker, Jr.
Baxter, Baker, Sidle, Conn & Jones, P.A.
120 E. Baltimore Street
Baltimore, Maryland 21202
Mr. Richard C. Levin
Spherix Incorporated
September 12, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

August 16, 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 June 13, 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 June 13, 2005 letter.

Sincerely,

  /s/Richard C. Levin

  Richard C. Levin

  CEO, President and CFO

1.             SEC
Comment

We have reviewed your response
to comment three.  Based on your response
that you have changed your practice of allocating corporate rent to the
divisions, we would anticipate a change in reported segment results rather than
a change in classification on your statements of operations.  Please tell us why the change in the way you
evaluate division results has no effect on your segment reporting.

Spherix

The Company reports its segments after the
allocation of all costs.

Since the relocation of the BioSpherix
Division occurred in 2004, the modification to the Company’s allocation pools
would have little to no effect to the segment results for 2003 and 2002.  In recalculating the prior year’s segment
result under the new allocation method, we find that the 2003 variance was
approximately $7,000 and the 2002 variance was less than $1,000.  Management considers both variances to be
immaterial.  Furthermore, a modification
of a company’s allocation methods, such as this one, can be important at the
project level within a company, but have little effect at the consolidated
division level.  Similarly, modifications
that reclassifies an indirect expense from an overhead cost pool to a G&A
cost pool can result in changes to individual line items on the statement of
operations and our internal reporting at the project and department levels
(whose managers are primarily accountable for direct and overhead costs of
their departments, and not the administrative costs allocated to the division),
yet not have a material effect on the overall business segment reporting in the
notes to the financial statements, which includes an allocation of all of the
Company’s expenses including sales and marketing, accounting and human
resources, general corporate costs including those related to being a public
company, etc.

The Company’s decision to modify its
methodology of classifying and allocating facility space was based on our
internal operating and reporting needs, and for the effective management of our
cost centers.  As stated in our previous
response, management does not consider this accounting change to have a
particularly significant effect to an over understanding of the Company’s
financial reports and the readers understanding of critical trends in
operations that are discussed in the MD&A discussions.

2.             SEC Comment

Please tell us
how you determine what costs are direct contract and operating costs.  Please also tell us why you believe the
inclusion of costs that do not directly benefit the operations of either
division in the direct costs line item was appropriate in the prior year.

Spherix

The Company’s
chart of accounts is designed to classify expenses into the following broad
categories; contract costs, research and development costs, fringe benefit
costs, overhead costs, and G&A costs.
These classifications are further

2

subdivided
by the various departments within the company.
All together the Company has approximately 17 different cost pools that
are used to allocate indirect costs between operating, R&D and
administration expenses for financial reporting purposes.  In the Company’s Statement of Operations, our
“Direct contract and operating costs” consist of project costs, operating
overhead costs, related fringe costs, and excludes any
related depreciation, which is presented in a separate line item.  Our “Selling, general and administrative
expenses” consist of sales and marketing activities, accounting and human
relations costs, and other general corporate costs including those related to
being a public company plus related fringe and excluding related depreciation,
which is presented as a separate line item.

Ultimately, all facility costs are allocated
to the business segments, either through the overhead cost center pools or the
G&A cost center pools.  The fact that
the change in allocation methods had little to no effect in the overall segment
reporting for the prior years, serves as further proof that both the old and
the new allocation methods were consistent and reasonable methods of allocating
the indirect costs to the segments.

3

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

August 15, 2005

Via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

Re: 	Spherix Incorporated
Registration Statement on Form S-2
Filed July 27, 2005
File No. 333-126930

Form 10-K for the year ended December 31, 2004
Filed March 31, 2005
File No. 000-05576

Form 10-Q for the quarter ended March 31, 2005
Filed May 16, 2005
File No. 000-05576

Dear Mr. Levin:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form S-2

General

1. Please be advised that in order to register securities
underlying
an equity line of credit, the private transaction involving the
securities to be registered must have been completed.  As such, it
is
our position that the investor must be irrevocably bound to
purchase
the securities once the company issues a put.  There may not be
any
conditions to the investor`s obligations to purchase the shares
underlying the equity line that are within the investor`s control.
See the Current Issues and Rulemaking Projects Outline Quarterly
Update, March 31, 2001.  It appears that Section 8.1 of the
standby
equity distribution agreement, when read with Article VII of the
agreement, enables Cornell Capital to avoid or delay the timing of
the put.  It also appears that Section 7.2(c) of the agreement
enables Cornell Capital to avoid or delay the timing of the put as
there are actions within its control that would require your
company
to have to file a post-effective amendment.  Please provide us
with a
detailed analysis to support a finding that the sale of securities
under the agreement is complete and, therefore, registration of
these
securities is permissible at this time.

2. We note the disclosure set forth in Item 3.02 of your current
report on Form 8-K filed July 25, 2005.  Please provide us with a
detailed analysis of why the stated exemptions are available with
respect to the sale of unregistered securities under the standby
equity distribution agreement.  In this regard, it appears that
Cornell had a view to distribute these securities.  Please refer
to
the second paragraph on page 14 of your prospectus.

3. We note that Cornell Capital`s managing partner and general
counsel serves as the escrow agent for the standby equity
distribution agreement.  It appears that this Cornell Capital
affiliate exercises sole discretion with respect to the release of
shares and/or funds from the escrow.  In addition, Section 7(a) of
the escrow agreement suggests that this Cornell Capital affiliate
is
permitted to resolve any disputes under the escrow agreement to
his
satisfaction.  In view of this affiliate relationship between
Cornell
Capital and the escrow agent and the functions of the escrow
agent,
it appears that Cornell Capital is exercising actual or potential
discretion as to whether it will perform its obligations under the
standby equity distribution agreement.  Please provide us with
your
analysis as to whether this affiliate relationship provides
Cornell
Capital any discretion that is inconsistent with our position
regarding equity lines of credit set forth in the Current Issues
and
Rulemaking Projects Outline Quarterly Update, March 31, 2001.

4. Please update the information throughout your registration
statement to the most recent practicable date.
5. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:

* whenever you exercise the right to put shares to Cornell Capital
under the standby equity distribution agreement; and

* to reflect changes in selling security holder information,
including sales of material amounts of securities.

6. Please provide appropriate disclosure in the Form S-2 regarding
payments to Yorkville Advisors in connection with the standby
equity
distribution agreement.  We note the information in the fourth
paragraph of your Form 8-K dated July 22, 2005.

Cover Page of Prospectus

7. We note that Cornell Capital will pay a per share purchase
price
equal to 95% of the market price of your common stock and will
also
receive 5% of the proceeds of each put.  Please revise the
disclosure
here and throughout your prospectus to remove the distinction
between
the 95% purchase price and the 5% retention fee and instead
disclose
that Cornell Capital will pay a purchase price equal to 90% of the
market price of your common stock.

8. Please disclose here and in the Underwriting section that
Cornell
Capital`s 10% discount on the market price of your common stock is
an
underwriting discount.

9. Please disclose the amount of the lowest volume weighted
average
price of your common stock for the most recent five-day trading
period.

Prospectus Summary, page 5

The Offering, page 5

10. In view of the fluctuating purchase price under your standby
equity distribution agreement and the current market price of your
common stock, please provide a table illustrating the maximum
amount
of net proceeds you could raise based on a range of market prices,
including the most current market price, if you sold all shares
issuable under your standby equity distribution agreement.

11. Under the "Offering Price," please revise "market price" to
more
accurately describe the actual offering price that the selling
stockholders will pay.

12. Please disclose that the escrow agent is an affiliate of
Cornell
Capital.
13. We note Section 3.11 of your standby equity distribution
agreement.  We have the following comments:

* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus, that Cornell Capital may sell shares
of
common stock that are subject to a call before it actually receive
those shares.  Please also discuss the impact of these sales on
the
market price of your common stock.
* Please explain how Cornell Capital will be able to sell shares
prior to its receipt of those shares if the number of shares is
not
determined until the fifth trading day following a put notice.
* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus that Cornell Capital may not engage
in
short sales.  Please also explain the meaning of short sales.

14. We note that you may not exercise a put if the shares to be
issued in connection with the put would result in Cornell Capital
owning more than 9.9% of your outstanding common stock.  We have
the
following comments:

* Please disclose the 9.9% threshold in this section and the
number
of shares that Cornell Capital would have to own to reach this
threshold.
* Please add disclosure in this section and, as appropriate,
elsewhere in your prospectus that your use of the equity line of
credit depends upon Cornell Capital being able to sell sufficient
shares to reduce its holdings so as to remain below this 9.9%
threshold.

15. We note the disclosure in the third sentence of the first
paragraph on page 6 that Cornell Capital will purchase shares at a
discount to the offering price.  It is not appropriate to refer to
an
"offering price" as Cornell Capital will not purchase shares at a
fixed price.  Please remove this reference here and throughout
your
filing.

16. Please clarify that Cornell Capital`s sales of shares will
likely
cause the market price of your common stock to decline.

17. Please disclose the method for calculating the lowest volume
weighted average price of your common stock.

Recent Developments, page 6

18. We note the disclosure in the second risk factor on page 10
regarding a possible delisting from the Nasdaq National Market.
Please revise this section to include a discussion of your
possible
delisting.  Please also discuss the consequences of being
delisted,
including the designation of your common stock as penny stock.

Risk Factors, page 6

19. We note that the discussion in most risk factors in this
section
does not describe the risks to investors in sufficient detail.
The
discussion under each subheading should explain why the risk makes
your offering risky or speculative.  It should also explain how
the
risk affects your company and the securities being offered.
Please
revise accordingly.  See, for example and without limitation, risk
factors one, two, three, five, six, seven, nine, 10, 12, 15 and
23.

20. Please revise your risk factors to remove the phrase "there
can
be no assurance."  The actual risk is that the event will occur,
not
your inability to prevent it.  See risk factors four, five, eight,
nine, 10 and 11.

21. Please add a risk factor that discusses the risks associated
with
your outstanding indebtedness.  For example, is there a risk that
you
may not be able to repay the indebtedness or that there are
covenants
in your indebtedness agreements which restrict your operations?

22. Please add a risk factor that discusses the risks associated
with
the fact that you may not be able to draw down the entire amount
of
financing which is available under the standby equity distribution
agreement.

23. Please add risk factor that discusses the risks associated
with
dilution from the shares issuable under the standby equity
distribution agreement and under any convertible securities, such
as
options and warrants.

We have sustained losses in the past and we may sustain..., page 8

24. Please disclose your accumulated losses as of the most recent
practicable date.

We may not be able to obtain additional financing that we will
need,
page 9

25. Please disclose the estimated amount of additional financing
that
you will need over the next 12 and, to the extent practicable, 24
and
36 months.

We may not be able to retain our key executives and personnel,
page 9

26. Please clearly explain how this risk factor specifically
applies
to your company.  For example, do you lack employment contracts
with
your key personnel?  Are any key people planning to retire or
nearing
retirement age?  Are there tensions between any key personnel and
the
board of directors?

We face intense competitions and rapid technological advances by
competitors..., page 9

27. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or offering."
This risk factor could apply to most issuers.  Please explain how
this risk factor specifically applies to your company or delete
it.
Please also comply with this comment in risk factor 21.

The equity distribution agreement transaction could adversely
affect
our stock, page 9

28. Your disclosure in this risk factor discusses several distinct
risks, each of which appears to be a significant risk.  In order
to
give prominence to each risk, please assign each risk its own
explanatory subheading.

The price of Spherix shares may be adversely affected by the
public
sale..., page 10

29. Please disclose the number of outstanding and issuable shares
that are either freely transferable or transferable under Rule 144
of
the Securities Act.

Our common stock will be delisted from Nasdaq National Market...,
page 10

30. Please discuss in greater detail the risks to investors
resulting
from the delisting of your common stock.  For example, it appears
that your common stock will be deemed to be penny stock if it is
delisted from the Nasdaq National Market.

Dividends on our common stock are not likely, page 10

31. Please explain why the fact that you do not expect to pay
dividends makes your offering risky or speculative.  In addition,
please explain in greater detail the risk set forth in the third
sentence.

Insiders own a significant portion of our common stock..., page 11

32. Please revise this risk factor to disclose the actual risk to
an
investor, namely the risk that the insiders may prevent or
frustrate
attempts to effect a transaction that is in the best interests of
your minority security holders.

Selling Stockholders, page 11

33. Please disclose the natural persons with dispositive voting or
investment control of Newbridge Securities.
34. We note that Newbridge Securities appears to be the placement
agent in most of the equity lines of credit funded by Cornell
Capital
Partners.  Please advise us as to whether there is any affiliation
between these parties.  If not, disclose whether there is a
contractual or other arrangement between these parties and
describe
its terms.

35. Please reconcile the outstanding number of shares set forth in
footnote (1) to the table with the disclosure in the first
paragraph
under the heading "Description of Securities" on page 15.

36. Please disclose whether Cornell Capital owns or benefits,
directly or indirectly, from any convertible debt or equity
securities, including warrants and options, or other similar
rights
to acquire your common stock.  If so, please describe the
arrangements in reasonable detail.

Use of Proceeds, page 12

37. Please describe in greater detail your anticipated use of the
net
proceeds of your standby equity distribution agreement.  In
addition,
please disclose how you will allocate the net proceeds based on an
assumed range of net proceeds.  We note the disclosure in the
third
paragraph on page 14.  See Item 504 of Regulation S-K.  We also
note
from Section 4.22 of the standby equity distribution agreement
that
you may use proceeds to pay loans.  Please provide appropriate
disclosure here and the disclosure required by Instruction 4 to
Item
504.

38. Please disclose the restriction on your use of proceeds
contained
in Section 4.22 of your standby equity distribution agreement.

Dilution, page 12

39. Please revise this section to illustrate the dilution based on
an
assumed range of market prices, including the most current market
price.

40. The comparison set forth in this section must reflect shares
that
your officers, directors and affiliated persons have the right to
acquire, in addition to shares that they own.  Please revise
accordingly.  See Item 506 of Regulation S-K.

Standby Equity Distribution Agreement, page 13

41. Please expand the disclosure in this section to discuss the
alternative financing methods you considered prior to deciding to
enter into an equity line of credit arrangement with Cornell
Capital
and why you ultimately decided to enter into an equity line of
credit
arrangement with Cornell Capital.
42. Please disclose the material terms of the escrow agreement.
Please also discuss the mechanics of the escrow.

43. We note the disclosure in the fourth paragraph on page 14
regarding an assumed amount of net proceeds.  It does not appear
that
you will receive net proceeds of $3.75 million if you issue
2,222,222
shares at a price of $1.80.  In this regard, it appears that the
net
proceeds would be $3.60 million less any offering expenses.
Please
revise accordingly.  In addition, please explain the basis for
using
a price of $1.80 per share, rather than the most current market
price.

Plan of Distribution, page 14

44. We note the disclosure in clause (ii) of the first sentence of
the first paragraph of this section that sales of the registered
securities may be effected in tr

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      June 13, 2005

Mr. Richard C. Levin
Chief Executive Officer, President
and Chief Financial Officer, Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

	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. Levin:

		We have reviewed your response and have the following
additional comments.  If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Statements of Operations, page 21
1. We have reviewed your response to comment three.  Based on your
response that you have changed your practice of allocating
corporate
rent to the divisions, we would anticipate a change in reported
segment results rather than a change in classification on your
statements of operations.  Please tell us why the change in the
way
you evaluate division results has no effect on your segment
reporting.
2. Please tell us how you determine what costs are direct contract
and operating costs.  Please also tell us why you believe the
inclusion of costs that do not directly benefit the operations of
either division in the direct costs line item was appropriate in
the
prior year.

*    *    *    *

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      You may contact Scott Watkinson at (202) 551-3741 or, in his
absence, me, at (202) 551-3769 with any other questions.

								Sincerely,

								Rufus Decker
								Accounting Branch Chief

??

??

??

??

Mr. Richard C. Levin
Spherix Incorporated
June 13, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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.”

1

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.

2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      May 27, 2005

Mr. Richard C. Levin
Chief Executive Officer, President
and Chief Financial Officer, Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

	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. Levin:

		We have reviewed your response and have the following
additional comments.  If you disagree with a comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

General

1. 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.

Liquidity and Capital Resources, page 17

2. 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.

Statements of Operations, page 21

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

*    *    *    *

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the 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.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      You may contact Scott Watkinson at (202) 551-3741 or me at
(202) 551-3769 with any other questions.

								Sincerely,

								Rufus Decker
								Accounting Branch Chief

??

??

??

??

Mr. Richard C. Levin
Spherix Incorporated
May 27, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

1

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.

2

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.”

3

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.”

4

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0510

      April 12, 2005

via U.S. mail and facsimile

Mr. Richard C. Levin
Chief Executive Officer, President
and Chief Financial Officer
Spherix Incorporated
12051 Indian Creek Court
Beltsville, Maryland 20705

	RE: Form 10-K for the fiscal year ended December 31, 2004
                   File No. 0-5576

Dear Mr. Levin:

		We have reviewed your filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

1. 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.

Environment, page 9

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

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

3. Revise your disclosure to clarify what you mean by "high-end"
royalties.

4. 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.

5. 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.

Liquidity and Capital Resources, page 17

6. 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.

Financial Statements

7. 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.

Statements of Operations, page 21

8. 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.

Note 1 - Summary of Significant Accounting Policies, page 25

9. 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.

Property and Equipment and Depreciation, page 25

10. 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.

Accounting for Stock-Based Compensation, page 26

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

Note 8 - Stockholders` Equity

Private Placements, page 29

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

Note 10 - Commitments and Contingencies

Leases, page 31

13. 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 recording any necessary catch-up adjustments,
if
you determine that the impact on prior periods was not material.
Refer to SAB Topics 1:M and 5:F.  Please also see the February 7,
2005 letter from Donald Nicolaisen, Chief Accountant of the SEC,
to
Robert Kueppers, Chairman of the Center for Public Company Audit
Firms, for additional background information regarding other lease
accounting issues.  This letter is available on our website.

14. Please include the disclosures required by paragraphs
16.a.iv.,
16.c. and 16.d. of SFAS 13 regarding your capital and operating
leases.

Deferred Revenue, page 33

15. Please tell us how the timing of your revenue recognition
related
to the up-front, non-refundable payments from Arla is consistent
with
Question 1 in SAB Topic 13:A(3)(f).  In this regard, please
provide
us with additional information regarding the discrete earnings
events
supporting your timing and allocation.  Please also disclose the
duration of the licensing agreement.

Item 9A. Controls and Procedures, page 36

16. Please note that Item 308(c) of Regulation S-K requires
disclosure of any change in internal controls over financial
reporting that has materially affected, or is reasonably likely to
materially affect, internal controls over financial reporting
during
the latest quarter rather than subsequent to the evaluation date.
Please revise your disclosure accordingly.

Exhibits 31.1 and 31.2

17. Please confirm that the inclusion of the CEO and CFO title was
not intended to limit the capacity in which Mr. Levin provided the
certification.  Please remove the reference to the CEO and CFO
titles
in the introductory paragraph of the certifications to conform to
the
format provided in Item 601(b)(31) of Regulation S-K.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

       If you have any questions regarding these comments, please
direct them to Scott Watkinson, Staff Accountant, at (202) 942-
2926
or, in his absence, to the undersigned, at (202) 942-1774.

    						Sincerely,

							Rufus Decker
							Branch Chief
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Mr. Richard C. Levin
April 12, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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</DOCUMENT>