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January 25, 2007
  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 No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
December 22, 2006 and have the following comments.  Where indicated, we think you should
revise your documents in response to these comme nts.  If you disagree, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  In some of our comme nts, we may ask you to provide
us with supplemental information so we may be tter understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Amendment No. 8 to Registration Statement on Form SB-2

General

1. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and amend your registration statement on Form SB-2 to provide updated
financial statements.

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 2

 Notes to Condensed Consolidated Financial Information

 Note A- Summary of Significant Accounting Policies, page F-20

 Note I – Restatement of Quarterly Financial Statements, page F-45

2. We acknowledge your response to comments 4, 5 and 7 and reissue our comments. You
have not provided us with sufficiently detailed  disclosure that subs tantially revises your
restatement footnote to explain why you made each correction of an error for the three
and nine months ended June 30, 2006 and 2005 and the period from your inception through June 30, 2006. Please revise Note I to not only disclose the amount of each error and the related financial statement period and financial statement line  item affected, but
why each change occurred. That is, descri be the nature of each error and the
corresponding financial statement line items th at it affected; tell us  how you concluded
that an adjustment was necessary; and tell  us how you calculated that adjustment.
Additionally, if a partic ular adjustment affects, for example, both your balance sheet and
statements of operations and cash flows fo r a particular period, you should clearly
illustrate that correlation in your description of the error. Your disclosure should provide
a clear illustration of how you progressed from  each financial statement line item “as
reported” to “as adjusted” in each period, disa ggregating the total error affecting each line
item, preferably in tabular format with co rresponding footnote disclosure. Examples of
items that we would like you to clarify based on the information included in your December 22, 2006 supplemental response fo llow; however, you should provide this
enhanced information for each error, as our list of examples is not exhaustive.

• It is unclear, based on yo ur explanation regarding the capitalization of debt
issuance costs, why you recorded a $ 390,000 increase to selling, general and
administrative (SG&A) expense for the three months ended June 30, 2006 without
a corresponding decrease to your ba lance sheet. Please clarify.

• Explain why, in general, you would record  the fair value effect of stock-based
compensation issued to non-employees/cons ultants to your interest expense or
gain on fair value of debt derivative and warrant liabili ties line items, as opposed
to SG&A expense. It appear s that you recorded various adjustments of this nature
for the nine months ended June 30, 2006, as well as the cumulative period from
your inception through June 30, 2006; for example, you recorded an increase in gain on fair value of debt derivative  and warrant liabili ties of $1,156,598 for the
three months ended June 30, 2006 and a decrease in interest expense of $5,940,556 for the nine months ended June 30, 2006.

• Tell us why the increase in “non-cash income attributab le to the repricing of
warrant and debt derivatives” of $4,131,604 in  your narrative e xplanation of the
adjustments to your statements of cash fl ows for the nine months ended June 30,

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 3

2006 and the period from your inception through June 30, 2006 does not correlate
to the adjustment to the net gain on fa ir value of debt derivative and warrant
liabilities line item on page 6 of your  response letter (for both periods).

• Tell us why an error of $1,365,000 occurred  in relation to your issuance of
common shares to settle related party de bt and where you recorded that error on
your statements of operations for the ni ne months ended June 30, 2005 and for the
period from your inception to June 30, 2006. Similarly, tell us why and where on
your statements of operations you recorded the other adjustments to the “non-cash
fair value of common stock issued in exchange for services” that you have
outlined on page 11 of your response letter.
3. Refer to comment number 5 and your referen ce to your response to comment 4.  It is not
clear from your response to comment 4 wh ether you have made any adjustments to
additional paid-in capital, as in itially described in Note I of the financial statements in
amendment number 8 to your Form SB-2.  Pleas e explain to us and clarify in the filing
whether you made any adjustments to additi onal paid-in capital and tell us the basis for
those adjustments.  If the expl anations previously provided in  Note I (as filed) were in
error, please clarify.
4. We acknowledge your response to comment 8 and reissue our comment. Please clarify
for us and in your filing why you believe that you appropriately classified certain error
corrections related to the valuation of your wa rrant liabilities pursuant to EITF No. 00-19
within interest income (expe nse) for all periods presente d in Note I of your interim
financial statements and Note M of your a nnual financial statements. We specifically
refer you to the material increa se in “non-cash financing costs attributable to the issuance
of warrants” of approximately $23.1 million for the nine months ended June 30, 2005
discussed on page 10 of your response, whic h appears to correlate to the increase in
interest expense that we have noted above in  comment 2.  Additionally, provide us with a
detailed analysis of each correction that a ggregates to the $23.1 million and explain how
each correction relates to one of your  various financing transactions.

Notes to (Audited) Consolidated Financial Statements (Restated)
 Note M – Restatement of Financial Statements, page F-91

5. We acknowledge your response to comments 6 and 10 and reissue our comments. You
have not provided us with sufficiently detailed  disclosure that subs tantially revises your
restatement footnote to explain why you made each correction of an error for the year
ended September 30, 2005 and the period fr om your inception through September 30,
2005. Please revise Note M to not only disclo se the amount of each error and the related
financial statement period and financial statement line item affected, but why each
change occurred. That is, describe the na ture of each error and the corresponding
financial statement line items that it aff ected; tell us how you concluded that an
adjustment was necessary; and tell us how you calculated that adjustment.  Additionally,

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 4

if a particular adjustment affects, for exam ple, both your balance sh eet and statements of
operations and cash flows for a particular period, you should clearly illustrate that
correlation in your description of the error.  Your disclosure should provide a clear
illustration of how you progressed from each financial statement line item “as reported” to “as adjusted” in each pe riod, disaggregating the total er ror affecting each line item,
preferably in tabular format with footnote di sclosure. Examples of items that we would
like you to clarify based on the informa tion included in your December 22, 2006
supplemental response follow; however, you s hould provide enhanced information for
each error, as our list of examples is not exhaustive.

• In general, your use of the term “erro neously” does not sufficiently tell us how
you determined that your financial statements  were in error. For example, tell us
what is meant by your “erroneous” reco rding of the $1,365,000 error related to
your issuance of common shares to a form er director in exchange for previously
incurred debt.  Please also revise your proposed disclosures to Note I accordingly.

• Tell us why you recorded the $3,960,000 decr ease in “non-cash cost of common
stock issued pursuant to an employee stock option plan” in your statement of cash
flows for the year ended September 30, 2005 and clarify the line items that this
adjustment affected in your correspon ding balance sheet and statement of
operations.

• Tell us why you recorded the $9,079,000 adju stment to your statement of cash
flows for the year ended Septembe r 30, 2005, which you attribute to stock
subscription proceeds. Clarify the other fi nancial statement line items that this
adjustment affected.

* * * * *

 As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents 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 comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 5

You may contact Amy Bruckne r, Staff Accountant, at (202) 551-3657 or Mary Mast,
Senior Accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug, Senior Staff Attorney, at (202) 551-
3682 or me at (202) 551-3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r    cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198