SecProbe.io

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Mail Stop 6010
Via Facsimile and U.S. Mail

January 26, 2006

Mr. James Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
25 Health Sciences Drive, Suite 113
Stony Brook, NY 10532

Re:	Applied DNA Sciences, Inc.
		Amendment Nos. 5 and 6 to Registration Statement on Form
SB-2
		Filed January 18, 2006
		File No. 333-122848

Dear Mr. Hayward:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.

Amendment No. 6 to Registration Statement on Form SB-2

General

1. Prior to requesting acceleration for effectiveness, please
amend
your Form 10-KSB for the year ended September 30, 2004 and your
Forms
10-QSB for the quarters ended December 31, 2004, March 31, 2005
and
June 30, 2005, as applicable, to comply with our comments on your
Form SB-2.

2. Prior to requesting acceleration for effectiveness, please
refer
to Item 310(g) of Regulation S-B and consider whether you need to
include, in an amended registration statement on Form SB-2,
unaudited
financial statements for the quarter ended December 31, 2005.

Notes to Consolidated Financial Statements

Note B- Acquisition of Intangible Assets, page F-26

3. Please revise your disclosure to include further detail
regarding
the intellectual property assets that you acquired in the Biowell
transaction; that is, specify what you acquired and how you
ascribed
the value of $9.4 million to those assets. Please also clarify why
you believe the amount does not represent in-process research and
development.  Additionally, please tell us how you determined the
useful life of the intellectual property, correlating your
response
to paragraph 11 of SFAS No. 142. Finally, please provide us with
additional information regarding the $14.7 million charge to
operations and address whether that charge relates to your
acquisition of in-process research and development, in which case
you
should revise your statement of operations accordingly.

Note E- Capital Stock, page F-39

4. Per the disclosure herein and on page 27, we note that the 15.1
million warrants issued in conjunction with your January/February
2005 $7.371 million convertible notes offering are subject to a
registration rights agreement, pursuant to which you are currently
incurring liquidating damages. Please explain your basis for
recording the warrants with an entry to additional paid in
capital.
Note paragraphs 14 - 18 of EITF No. 00-19, which discuss the
accounting treatment when a contract is not permitted to be
settled
in unregistered shares.  Given the penalties outlined in the
registration rights agreement, it appears the warrants should be
classified as a liability under EITF No. 00-19 at fair value, with
changes in fair value recorded in earnings; that is, similar to a
derivative under SFAS No. 133.

5. Additionally, please discuss the registration rights agreement
in
the notes to your consolidated financial statements and clearly
outline its requirements.  Discuss the potential amount of damages
possible under the contract, including whether any cap exists to
limit such damages, and the details of the investors` option to
have
such damages settled in shares.  Please specify the financial
statement line items where you have reported the approximately
$777,000 damages that you appear to have recorded through
September
30, 2005.

Note F- Stock Options and Warrants, page F-41

6. We note your response to comment 10 per our letter dated
November
8, 2005, as well as the relevant disclosure outlining the Trilogy
transaction. Please provide us with your detailed analysis that
led
you to conclude that the warrants issued qualify as derivative
instruments that should be accounted for under SFAS No. 133,
including your detailed assessment under EITF No. 00-19.
Additionally, please specify exactly how you valued and recorded
the
derivative liability in your June 30, 2005 financial statements,
that
is, what fair value methodology you are utilizing under SFAS No.
133;
and please specify where in your statement of operations you have
reported the mark-to-market expense that you have recorded to
date.

7. Additionally, please discuss the registration rights agreement
related to the Trilogy transaction in the notes to your
consolidated
financial statements and clearly outline its requirements and the
related damages you may incur, if any. Please address whether the
investors have the option to have such damages settled in shares.

8. Please provide us with a detailed analysis supporting your
reversal of $765,460 and $794,642 in expense related to
"compensatory
warrants," which you state was done pursuant to the provisions of
EITF No. 00-19. Please include your assessment of the accounting
treatment for each of the underlying issuances and tell us how you
came to the conclusion that there should be no charge to your
statement of operations for those warrants for the periods ended
June
30, 2005 and September 30, 2005.  Outline your correlation to EITF
No. 00-19, as it appears you are basing your periodic valuation on
the intrinsic value of the warrants issued. You should be
designating
fair value according to an acceptable methodology under SFAS No.
133.

9. Please provide us with additional information regarding the
registration rights agreement related to the 3 million warrants
issued to directors and advisors and revise the disclosure in the
notes to your consolidated financial statements. Specify when you
issued these warrants and address the appropriate accounting under
EITF No. 00-19, considering the accounting treatment when a
contract
is not permitted to be settled in unregistered shares.

10. Please provide us with additional information regarding your
accounting policy with respect to your ESOP. Address the terms of
the
ESOP and how you have recognized compensation cost in your
statements
of operations for the applicable reporting periods. Please cite
the
authoritative literature that supports your treatment.

Form 10-QSB/A No. 2 for the Fiscal Quarter Ended March 31, 2005

General

11. As acknowledged in your response to comment 12 per our letter
dated November 8, 2005, please amend your March 31, 2005 Form 10-
QSB
to appropriately present the financial statements as "restated"
and
to provide the related footnote disclosure in accordance with APB
No.
20. Additionally, please revise the net loss per share amounts on
page F-66.

Notes to Unaudited Condensed Consolidated Financial Statements

Note B- Capital Stock, page 25

12. We acknowledge your response to comment 13 per our letter
dated
November 8, 2005. We reiterate our initial request that you
provide
us with additional information that specifically correlates the
$2.9
million restatement for the period ended March 31, 2005 to the
individual transactions outlined in Note B to your unaudited
condensed consolidated financial statements. The information in
Note
B does not correlate to that provided as the restatement detail in
Exhibit B to your response letter dated October 28, 2005 and we
again
request that you clarify this apparent discrepancy.

13. Additionally, your response to comment 13 indicates that you
have
recently revised the amount of your restatement for the period
ended
March 31, 2005 from $2.9 million to $1.5 million. Please provide
us
with the detailed calculation that outlines the $1.4 million
"overstatement" that you have recently uncovered and correlate
that
information to the specific related transactions in Note B to your
March 31, 2005 unaudited condensed consolidated financial
statements.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Statements of Cash Flows, page 17

14. We acknowledge your response to comment 8 per our letter dated
November 8, 2005. Please provide us with specific detail regarding
your $2.9 million reclassification of cash used in financing
activities to cash used in operating activities, as the origin of
the
reclassification is not readily apparent from your response.
Additionally, please reconcile the line item "common stock issued
in
exchange for consultant services rendered" of $15.4 million to the
corresponding statement of shareholders` deficit for the nine
months
ended June 30, 2005, as we are unable to come to your total.
Please
also provide us a with a similar reconciliation of that line item
for
the September 30, 2005 cash flow statement.

*	*	*	*	*
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact John Krug, Senior Staff Attorney, at
(202)
551-3609 with any other questions.

      Sincerely,

      Jeffrey P. Riedler
								Assistant Director

cc:	Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, NY 10018

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Mr. James Hayward
Applied DNA Sciences, Inc.
January 26, 2006
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