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<SEC-DOCUMENT>0000000000-05-048542.txt : 20060824
<SEC-HEADER>0000000000-05-048542.hdr.sgml : 20060824
<ACCEPTANCE-DATETIME>20050920143720
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-048542
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050920

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPHERIX INC
		CENTRAL INDEX KEY:			0000012239
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
		IRS NUMBER:				520849320
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		12051 INDIAN CREEK CT
		CITY:			BELTSVILLE
		STATE:			MD
		ZIP:			20705
		BUSINESS PHONE:		3014193900

	MAIL ADDRESS:	
		STREET 1:		12051 INDIAN CREEK COURT
		CITY:			BELTSVILLE
		STATE:			MD
		ZIP:			20705

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIOSPHERICS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIOSPHERICS RESEARCH INC
		DATE OF NAME CHANGE:	19720404
PUBLIC REFERENCE ACCESSION NUMBER:		0001104659-05-044523
</SEC-HEADER>
<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





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