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Mail Stop 6010 Via Facsimile and U.S. Mail

March 13, 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
March 6, 2007 and have the following comments.  Where indicated, we think you should revise
your documents in response to these comment s.  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.
March 13, 2007
Page 2

Notes to Condensed Consolidated Financial Information
 Note I – Restatement of Quarterly Financial Statements, page F-45

 2. We acknowledge your proposed revisions in response to comment 2 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2006 and for th e period from inception through June 30,
2006. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.

• It appears based on your narrative in adjustment (b) of $390,000 you should be
reducing selling, general, and administra tive expenses.  Clar ify why the error
occurred and the nature of  the correction.  Also, pleas e clarify where the other
side of the entry is recorded.

• Based on the explanation provi ded in footnote (c), it is  unclear why you recorded
a $1,156,698 increase to “net gain (loss) in  fair value of debt derivative and
warrant liability.” If you recorded a deri vative liability for warrants initially
valued at $933,117 that you should have valued at $2,089,814, it appears that you
would have incurred additional expense when you entered into the related financing transaction. Please tell us why you appear to have recorded income in
correcting this error. Additionally, please revise footnote (c) to clarify the relationship between this e rror and the numerous financi ng transactions in “Note
C” and tell us why you restated your J une 30, 2006 Form 10-QSB to correct this
error.

• Based on the explanation provi ded in footnote (e), it is  unclear why you recorded
a net increase of $2,284,764 to your net inco me for the nine months ended June
30, 2006. According to the information in  the table following footnote (e), you
“undervalued” certain of the warrants issu ed to non-employees in connection with
various financing transactions during your fiscal year ended September 30, 2005;
it appears that correcting the related erro r would result in additional expense.
Please also tell us why you appear to  have restated your June 30, 2006 10-QSB
rather than your September 30, 2005 Form 10- KSB to correct this error.  Finally,
please clarify what the $6,640,706 and $10,058,055 adjustments to other income (expense) represent since it is not apparent from the narrative discussion in
footnote (e).

• Please tell us where you recorded the $5,838,514 reduction to interest referenced
in footnote (f).  Please also clarify for us whether or  not you should include a
corresponding adjustment in your statements  of operations for the three and nine
months ended June 30, 2006.

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 3

• Please refer to the table in footnote (g) and clarify how the $1,584,614 relates to
footnote (a).  Please also clarif y why the reclass was an “error.”

• Please address comment 2, bullet point 4 of  our January 25, 2007 letter relating to
the $1,365,000 error, as it is unclear how you have done so within the context of
the proposed revisions and supplementa l tabular disclosure that you have
provided.

• The $276,090 adjustment in your statement of cash flows does not appear to relate
to footnote (k). Please clarify.

• Clarify where you recorded the offset ting adjustment to the $1,846,500  in
footnote (k).  Please also clarify wher e you recorded this adjustment in your
statement of operations.
 3. It does not appear that you have addressed comment 2 of our January 25, 2007 letter in
relation to the three and nine month periods ended June 30, 2005. As you present
restatement information for those periods on pages F-48 through F-50 of your Form SB-2/A filed on November 13, 2006, we request that  you present revised disclosure for Note
J in a manner consistent with that  you have provided for Note I.
 4. We acknowledge your supplemental response to comment 4 and substantially reissue our
comment. Please provide us with a detailed anal ysis or calculation of  each correction that
aggregates to the $23.1 million adjustment for the nine months ended June 30, 2005, as well as information regarding the various financing transactions  affected by this
adjustment. Additionally, it remains uncle ar why you charged the $23.1 million warrant
liability to interest expense;  please clarify your accounting treatment in the context of
EITF No. 00-19.
 5. Please ensure that we can clearly relate th e information that you have provided regarding
the $23.1 million adjustment for the nine months ended June 30, 2005 to the revised tabular restatement disclosure that we have requested in this letter.
 6. Please confirm that you will timely amend your June 30, 2006 Form 10-QSB to reflect
the revised restatement information that you ul timately present in your Form SB-2 at the
conclusion of our related comment process.
 Notes to (Audited) Consolidated Financial Statements (Restated)

 Note M – Restatement of Financial Statements, page F-91

 7. Refer to adjustment (a) and include a cros s-reference to the statement of operations
adjustment that you reference in footnote (d).

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 4

8. Refer to adjustment (b) and clarify wh ere you recorded the $13,673,574 adjustment to
interest expense.
 9. We refer to adjustment (c).  We do no t see the $1,365,000 increase in selling, general,
and administrative expenses on your statement of operations.  Please cross-reference to
adjustment (d) to clarify where you recorded this adjustment. Please also clarify why you
recorded a $924,086 reduction to interest e xpense and tell us where you presented that
amount on your statement of operations.
 10. We acknowledge your proposed revisions in response to comment 5 as well as the
supplemental tabular restatement information that you have presented for the two years
ended September 30, 2005 and for the period from inception to September 30, 2005. We
refer you to footnote (e) and request that you revise your disclosure to incorporate any
additional information that re sults from your response to comment 4 of this letter.
Additionally, please provide us  with a detailed analysis  or calculation of the $16.7
million gain you recorded for the nine mont hs ended September 30, 2005.  Clarify how
you reflected this adjustme nt on your balance sheet.
 11. Please confirm that you will timely amend your September 30, 2005 Form 10-KSB to
reflect the revised restatement information that  you ultimately present in your Form SB-2
at the conclusion of our related comment process.

* * * * *

 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.
March 13, 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