8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report:  March 20, 2002

(Date of earliest event reported)

	Spherix Incorporated
(Exact name of registrant as specified in its charter)
Delaware		0-5576			52-0849320
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
12051 Indian Creek Court, Beltsville, Maryland				20705
(Address of principal executive offices)				(Zip Code)
(301) 419-3900 Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)

Item 9.  Regulation FD Disclosure

                On March 20, 2002, a single institutional investor (the “Investor”) exercised options to acquire 575,000 shares of the common stock of Spherix Incorporated (the “Company”) pursuant to the provisions of a letter agreement attached hereto as Exhibit 99.  The options were issued in connection with previous private placements of Company securities issued to the Investor.  All of such shares have been registered by the Company.

                Exhibits:  99 — Letter Agreement

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Spherix Incorporated

By:      /s/  Gilbert V. Levin                                                                                 

Name:  Gilbert V. Levin

Title:    Chairman of the Board and Chief Executive Officer

Date:       March 26, 2002

2

EX-99

Exhibit 99

                                                                                                                March 19, 2002

RGC International Investors, LDC

c/o Rose Glen Capital Management, L.P.

3 Bala Plaza East

Suite 200

251 St. Asaphs Road

Bala Cynwyd, PA  19004

ATTN:  Kevin Gale

Dear Mr. Gale:

                This letter will evidence our agreement concerning the separate stock purchase warrants issued to you by Spherix Incorporated (formerly, Biospherics Incorporated) dated March 31, 1999 (the “March Warrant”) and May 18, 1999 (the “May Warrant”).  All undefined capitalized terms contained herein shall have the same meaning as set forth in the March Warrant.

                We have agreed to amend the Exercise Price of the March Warrant from $8.00 to $6.50 on the condition that you immediately exercise the 250,000 shares exercisable under the March Warrant as well as the 325,000 shares remaining exercisable under the May Warrant.  Accordingly, if by 5:00 p.m. (EST) on Thursday, March 21, 2002, we receive from you (i) properly executed exercise forms for the March Warrant and the May Warrant, (ii) the original March Warrant and the May Warrant and (iii) a wire transfer or bank check for $3,705,162.50, the Exercise Price of the March Warrant shall be deemed amended to $6.50 and we shall promptly instruct our transfer agent to issue to you a certificate for 575,000 shares of Spherix Incorporated common stock via electronic transfer pursuant to DWAC.

                If we have not received the foregoing by the stated times, the provisions of this letter will be null and void.

                                                                                                                Sincerely,

                                                                                                                Richard C. Levin

                                                                                                                Chief Financial Officer and Vice President

                                                                                                                  for Administration

______________________________

Rose Glen Capital Management, L.P.

Wayne D. Bloch

Managing Director