SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

      March 15, 2005

Mr. Rob Hutchison
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Registration Statement on Form SB-2
      Filed February 15, 2005
	File Number 333-122848

Dear Mr. Hutchison:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, 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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	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 SB-2

General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

2. The first and third sentences in the first paragraph under
"Applied DNA Sciences, Inc. substantially repeat themselves,
please
revise.

3. Please provide a "Plain English" explanation or substitute for
the
terms "botanical DNA" and "substrates".
4. Where applicable, please amend your Form 10-KSB for the year
ended
September 30, 2004 and your Form 10-Q for the quarter ended
December
31, 2004 to comply with our comments on your Form SB-2.
5. Where our comments address and call for revisions to the
audited
financial statements and related notes for the two years ended
September 30, 2004, please apply those same comments, as
applicable,
to your unaudited financial statements for the periods ended
December
31, 2004 and 2003, respectively, and revise them accordingly.

Risk Factors

General

6. Please revise the risk factors where appropriate to replace
generic language with specific disclosure of exactly how these
risks
have affected and will affect your operations, financial condition
or
business, and if practicable to quantify, the specific and
immediate
effects to investors of each risk that you have identified.  For
example, you use general phrases such as "materially adversely
affect" throughout the risk factor section.  These generic phrases
are subject to varying interpretations and, therefore, do not
adequately explain the risk or concern to which you refer.  Please
revise to describe the adverse effect(s) in greater detail.

7. Please include a separate risk factor disclosing the risks
presented by the fact that you presently have no or limited
manufacturing, sales, marketing or distribution capabilities.

8. To the extent applicable, please include a risk factor, which
discusses risks associated with reliance and use of third-party
manufacturers and suppliers.

9. Please include a separate risk factor discussing your reliance
on
your relationship with Biowell and its technology, proprietary,
and
licensing rights.
We Have a History of Loses Which may Continue, Which May
Negatively
..., page 7

10. Please revise the disclosure to indicate that as a result of
continuing losses, you may exhaust your resources and be unable to
complete the development of your products.  Additionally, clearly
state that your accumulated deficit will continue to increase as
you
continue to incur losses.

If We Are Unable to Obtain Additional Funding Our Business
Operations
..., page 7

11. Please revise your disclosure to state that even if you
receive
additional financing, you may not be able to sustain and expand
research and development activities or continue to conduct
business
operations.

Our Future Success May Depend on the Timely Introduction of New
Products ..., page 8

12. The disclosure in this risk factor is substantially similar
and
related to the preceding one, please revise to combine the two
factors, eliminating any duplicative information.

If We Fail to Introduce New Products, or Our existing Products are
not ..., page 8

13. If you have experienced any of the difficulties described in
the
bullet points, please revise to describe the difficulties you have
experienced and the actual or expected consequences.

The Failure To Manage Our Growth In Operations And Acquisitions Of
New ..., page 9

14. Describe with more specificity the potential effects if you
are
unable to manage your growth.

If We Are Unable to Retain the Services of Messrs. Hutchison,
Brockelsby, Botash ..., page 9

15. Please disclose which if any of the named executives you have
employment agreements with, if none, please so state.

16. Please disclose whether Messrs. Huthchison, Brockelsby, Botash
or
Klemm has plans to leave the company or retire in the near term.

Failure to Attract and Retain Qualified Scientific or Production
Personnel ..., page 9

17. Please discuss any difficulty you have had attracting and
retaining qualified scientific or production personnel since your
inception.

The Biomedical Research Products Industry is Very Competitive, and
We
..., page 10

18. Please revise to provide an estimate of the number of
competitors
and your competitive position.  If a small number of competitors
are
dominant in the industry, then identify them.

19. To the extent easily obtainable please disclose your
competitors`
respective shares of your target market.

Intellectual Property Litigation Could Harm Our Business, page 10

20. To the extent you are aware of any intellectual proprietary
rights that are being infringed upon or that you have been
notified a
third party`s belief that you are infringing on their patent(s),
please revise to disclose the situation and potential
consequences.

21. Please also disclose that even an unsuccessful infringement
action against you would be expensive to defend.

Potential Product Liability Claims Could Affect Our Earnings and
Financial Condition, page 11

22. Please disclose the amount of your product liability insurance
coverage.

We Are Currently Subject to Governmental Regulation, page 11

23. Please make this risk factor more specific by identifying the
laws that are of particular concern.  For example, which laws are
especially difficult for your business to comply with.
Additionally,
include the names of the agencies which have regulatory oversight
over the company.

New Corporate Governance Requirements are Likely to Increase ...,
page 11

24. As currently worded, this risk factor could apply to any
issuer
or any offering.  Unless there is unique or company specific
reason
for including this type of disclosure, please remove it from this
section.  In the alternative, please specify the provisions of the
Sarbanes-Oxley Act or of reporting obligations that are of
particular
concern.  Please revise or advise.

There Are a Large Number of Shares Underlying Our Warrants That
May
..., page 11

25. Please revise the words "may cause" in the heading and
subsequent
paragraph to state "will cause immediate and substantial
dilution."

If We Fail to Remain Current on Our Reporting Requirements, We
could
..., page 11

26. Please revise the disclosure to highlight that your common
stock
being designated a penny stock on the OTC Bulletin Board, may not
only affect adversely your common stock`s liquidity, but also its
price.
27. Please revise to disclose whether you have ever failed to
remain
current on your reporting obligations under the Exchange Act,
provide
the dates and forms for which you were not current.

Use of Proceeds, page 13

28. Please identify with more specificity the uses that you
currently
categorize as "general corporate purposes," and state how much of
the
proceeds you plan to put toward each such use.

29. Please add disclosure which states you will amend the
registration statement by post-effective amendment if there are
any
material changes to application of your net proceeds.

Market for Common Equity and Related Stockholder Matters, page 13

30. Please explain why in February 2003 you changed from a
December
31 to September 30 year end.

Equity Compensation Plan Information, page 14

31. Please discuss or explain why you believe there was no
negative
impact in the market from sales of your unrestricted securities.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operation

Intellectual Property Development, Product Operations &
Partnerships,
page 15

32. Please provide the term that is represented by the acronym
OEM.

33. Please provide the basis for your belief that you "use highly
reputable outside labs."

Critical Accounting Policies, page 17
34. Please revise your disclosure herein, giving consideration to
Commission Release No. 33-8350: "Interpretation- Commission
Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations," which you can find on our website at
www.sec.gov/rules/interp/33-8350.htm. Specifically, please address
the nature of the uncertainty surrounding your accounting policy
for
stock-based compensation and the impact of the assumptions and
estimates that may materially impact your financial condition or
operating performance. In particular, please address these factors
as
they relate to your issuance of warrants and stock to non-
employees,
which appear significant to your operations.

Liquidity and Capital Resources, page 19

35. Please indicate if you expect to raise additional funds in the
next 12 months.  If you are unable to determine whether you will
or
not, please disclose the reasons.

36. Please disclose whether you will have sufficient funding to
conduct your operations on a short and long-term basis.  We
consider
long-term to be in excess of 12 months.
37. Please include a discussion and analysis of your operating
cash
flows to address the underlying reasons for the comparative
changes
in your working capital components for the year ended September
30,
2004 as compared to the year ended September 30, 2003, to the
extent
material.
38. Please expand your disclosure herein to discuss your
arrangement
with Biowell Technology, specifically with respect to the amount
and
timing of minimum purchase orders and alternative minimum royalty
payments to which you are obligated in future periods, inclusive
of
their impact on your results of operations and cash flows.

Product Research and Development, page 20

39. Please refer to the Division of Corporation Finance "Current
Issues and Rulemaking Projects Quarterly Update" under section
VIII -
Industry Specific Issues - Accounting and Disclosure by Companies
Engaged in Research and Development Activities.  You can find it
at
the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.
Please disclose the following information for each of your major
research and development projects:

* The costs incurred during each period presented and to date on
the
project;
* The nature, timing and estimated costs of the efforts necessary
to
complete the project;
* The anticipated completion dates;
* The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
* The period in which material net cash inflows from significant
projects are expected to commence.

To the extent that information requested above is not known or
estimable, disclose that fact and the reason why it is not known.

Business
40. Please expand the discussion to include the information
requested
by Item 101( a ) of Regulation S-B to the extent applicable.  For
example, include a discussion of the development of your business
for
the past three years.
41. We note the January 2005 stock purchase agreement with Biowell
and the absence of discussion of the ramifications of this
agreement
in the risk factor, business, management, related parties, and
stock
ownership sections of the prospectus.  Please advise or revise.
We
may have additional comments.

42. Please include the company`s website address.  See Item
101(c)(3)
of Regulation S-B.

Overview, page 21
43. Please identify Biowell the first time you refer to this
entity.
For example, what is it, when was it formed, where is it located,
who
owns the company, etc.
44. We note you have an exclusive license for North America, Latin
America and Europe.  Please expand the discussion to describe the
extent of sales of Biowell`s products in areas where you do not
have
an exclusive license, i.e. to what extent have Biowell`s markets
been
developed.
45. We note the reference in Note I to the minimum purchase
requirements under the licensing agreement and the absence of any
reference to this in the risk factors or business sections.
Please
advise or revise.
46. We note the reference to a franchise and distribution
agreement
in Note I and the absence of any discussion of this agreement, its
status, or the receipt of revenues pursuant to this agreement in
the
business section.  Please advise or revise.  We may have
additional
comments.
47. We note your reference to sectors of commerce benefiting from
your products and the reference in the summary that you are a
provider of certain products.  We also note that you have not
generated any revenues.  Have you provided your products without
charge?  To what extent and for what purpose?  Have the recipients
of
these products determined their efficacy? Please advise or revise.
We may have additional comments.
48. Please expand the discussion in the business section to
address
the projects referred to in "Product research and development" on
page 20.   We may have additional comments.

49. Please explain why the company believes its executives have
developed strong links with major international corporations,
intellectual property and copyright holders, U.S. Government
affiliations, and international anti-fraud organizations.
License Agreement with Biowell Technology, page 21

50. The first and second paragraphs of this subsection repeat
themselves.  Please revise.
51. Please expand the discussion to indicate when you entered into
the license agreement with Biowell and whether you have exercised
the
option to purchase Biowell`s shares.

Biowell DNA Techologies, page 22
52. Please describe with more specificity the material terms of
your
agreement with Biowell.  Please be comprehensive and consistent in
your description for all material agreements to which you are a
party.  Your discussion should include:
?	All material rights and obligations of the parties to the
agreement;
		?	Duration of the agreement;
   ?????Payment terms;
   ?????Termination provisions, including consequences of early
termination; and
      ?????Any other terms that may be considered material.

Intellectual Property, page 22

53. Please revise to indicate that you have pending patents and no
current patents issued.  We note your statement, "[w]e regard our
patents ..."  Please revise or advise.

Management, page 32

54. Please revise to include 5-year chronological employment
histories for the named officers and directors under this section.

Executive Compensation, page 34

55. We note that Messrs. Hutchison, Lee, and Wehr receive stock
option awards as part of their compensation.  Please describe how
these individuals` performance is determined and what factors are
co