Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

A. Paul Cox, Jr., an independent director of Spherix Incorporated (the "Company") since 2004, died on April 13, 2009. In addition, Mr. Cox served as Chairman of the Board; Chairman of the Executive and Strategic Planning Committees; and as a member of the Audit and Compensation Committees.

Spherix's Board of Directors has elected Dr. Robert J. Vander Zanden to serve as Interim Chairman of the Board until the 2009 Annual Shareholders Meeting, following which the Board will elect a new slate of Corporate Officers to serve for the 2009-2010 term. Mr. Aris Melissaratos, an independent director, has agreed to join the Audit Committee, effective immediately. All other committees will remain as they are until the 2009 Annual Shareholders Meeting, following which the Chairman of the Board will assign new committees for the 2009-2010 term.

On April 17, 2009, the Company issued a press release reporting the death of Mr. Cox. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press Release dated April 17, 2009

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