8-K

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                United States 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: February 24, 2005
                        (Date of earliest event reported)

                              Spherix Incorporated
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             (Exact name of registrant as specified in its charter)

           Delaware                    0-5576               52-0849320
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 (State or other jurisdiction of    (Commission          (I.R.S. Employer
         incorporation)             File Number)         Identification No.)

              12051 Indian Creek Court, Beltsville, Maryland 20705
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               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including area code: (301) 419-3900

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

   [ ]   Written communications pursuant to Rule 425 under the Securities
         Act (17 CFR 230.425)

   [ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange
         Act (17 CFR 240.14a-12)

   [ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

   [ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

        On February 17, 2005, Richard C. Levin was elected Chief Executive
Officer (CEO) and President of the Registrant. During the past 5 years, Mr.
Levin, a 13-year veteran with Spherix, has successively held the following
positions of increased responsibility: Vice President, Planning; Vice President,
Business Strategies; Vice President, Finance and Administration; Vice President,
Administration, and Chief Financial Officer (CFO); Interim President of
InfoSpherix; Executive Vice President, CFO, and Treasurer; and Acting President
and CEO. In addition to his newly elected position as CEO and President, Mr.
Levin remains CFO and Treasurer. Mr. Levin is 52 years old and is the nephew of
Dr. Gilbert Levin, Director and Executive Officer for Science, and Mrs. M. Karen
Levin, Director and Vice President of Corporate Communications.

        On February 17, 2005, the Board of Directors of the Registrant voted to
eliminate the position of Vice President of R&D, BioSpherix Division, held by
Dr. Joseph Riemer, who will depart Spherix on February 28 to become a
consultant.

        A copy of the press release issued by the Registrant on February 22,
2005, announcing these events is attached hereto as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

(c) Exhibits

99.1    Press release issued by Spherix Incorporated dated February 22, 2005.



                                   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/ Richard C. Levin
                                                      --------------------------
                                               Name:  Richard C. Levin
                                               Title: CEO and President; and CFO

Date: February 24, 2005

EX-99.1

           SPHERIX BOARD ELECTS RICHARD C. LEVIN AS CEO AND PRESIDENT

BELTSVILLE, Md., Feb. 22 /PRNewswire-FirstCall/ -- Spherix Incorporated (Nasdaq:
SPEX) today announced that, at its regularly scheduled meeting of February 17,
its Board of Directors unanimously elected Richard C. Levin to the post of Chief
Executive Officer and President. Mr. Levin, a 13-year veteran of Spherix, had
been Acting President and CEO since September 2004.

Mr. Levin will provide executive leadership to all facets of this information
services and scientific research firm. He will work directly with the Board of
Directors and the Company's top management to plan strategies, and will be
responsible for the overall performance and the financial health of Spherix.
Prior to joining Spherix, Mr. Levin was the manager of engineering and health
products operations for an FDA-regulated medical device manufacturer. Mr. Levin
received his B.S. in Accounting from the University of Baltimore and is a
licensed C.P.A. in Maryland.

Board Chairman and founder of Spherix, Dr. Gilbert V. Levin, said, "I am
thrilled with the Board's decision and I believe this is a wise choice for the
Company. Richard Levin has demonstrated his capability, and has the experience
and corporate knowledge, and has gained close rapport with all at Spherix,
factors necessary to lead the Company into the future."

Mr. Levin said, "I would like to thank the Board for this opportunity and the
employees at Spherix for their support over the years. I look forward to leading
the Company in the next chapter of its development."

At its meeting, the Board also directed the Company to increase the efforts the
BioSpherix Division is making on the pharmaceutical aspects of Naturlose(TM),
the Company's brand name for the non-food uses of tagatose, a naturally
occurring sugar that is found in some dairy products and other foods. The Board
urged the Company to exploit its several key patents in the pharmaceutical area.
In keeping with this focus, the Division will extend its outsourced research
with the Albert Einstein College of Medicine on the possible use of Naturlose in
improving the shelf life of stored blood and blood products. In addition, the
Division will now outsource clinical studies with leading universities and/or
medical research firms to confirm the oral care benefits Naturlose provides,
and, most importantly, to verify previous studies regarding Naturlose's ability
to combat type 2 diabetes. Since the BioSpherix Division has decided to
concentrate on outsourced research to leverage its research capital, the Board
has eliminated the position of Vice President of R&D held by Dr. Joseph Riemer,
who will depart the Company on February 28 to become a consultant.

Certain statements contained herein are "forward-looking" statements as defined
in the Private Securities Litigation Reform Act of 1995. Because such statements
include risks and uncertainties, actual results may differ materially from those
expressed or implied. Factors that could cause actual results to differ
materially from those expressed or implied include, but are not limited to,
those discussed in filings by the Company with the Securities and Exchange
Commission, including the filing on Form 8-K made on March 3, 1999.



Under its motto, "A World of Solutions," Spherix's mission is to create value
and increase shareholder wealth through innovations that benefit our clients and
the human condition. Spherix offers innovations in information technology,
knowledge management, and biotechnology.

            Spherix's Internet address is http://www.spherix.com.
SOURCE  Spherix Incorporated
    -0-                             02/22/2005
    /CONTACT:  Kathy Brailer, Spherix, +1-301-419-3900, Email:
kbrailer@spherix.com/
    /Web site:  http://www.spherix.com /