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

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Mr. Richard C. Levin
Spherix Incorporated
June 13, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE