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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: May 13, 2004
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                        (Date of earliest event reported)

                             SPHERIX(R) 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         (Commission file         (I.R.S. Employer
       of incorporation)                  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
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          (Former name or former address, if changed since last report)

Item 12: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 13, 2004, the Registrant  issued a press release  regarding its financial
results for the first  quarter ended March 31, 2004. A copy of the press release
is attached hereto as Exhibit 99.1.

The  information  provided in this Current  Report on Form 8-K is being provided
pursuant to Item 12 of Form 8-K. In accordance  with General  Instruction B.6 of
Form 8-K,  the  information  in this  report  shall not be  deemed  "filed"  for
purposes of Section 18 of the  Securities  Exchange Act of 1934, nor shall it be
deemed  incorporated by reference in any filing under the Securities Act of 1933
or the Securities  Exchange Act of 1934,  except as shall be expressly set forth
by specific reference in such a filing.



                                   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/ Thomas W. Gantt
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          Thomas W. Gantt
          Chief Executive Officer

      Date: May 13, 2004

                                  EXHIBIT INDEX

Exhibit Number    Description
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99.1              Press Release dated May 13, 2004


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