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