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Mail Stop 6010 Via Facsimile and U.S. Mail

May 24, 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
May 9, 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
audited financial statements for the year s ended September 30, 2006 and 2005, as well as

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 2

unaudited interim financial statements and related information for the period ended
March 31, 2007.
 Notes to Condensed Consolidated Financial Information

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

 1. 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.

• Based on the explanation provi ded in footnote (b), it app ears that there should be
a credit to capitalized financing cost s in the period ended June 30, 2006.  In
addition, as it appears th at you reduced selling, general and administrative
expense in the three months ended Ma rch 31, 2006 and June 30, 2006, it follows
that you should also revise your selling, general, administrative expense for the
nine months ending June 30, 2006 and the period from inception through June 30, 2006 since you have double-counted the entry in those periods as well.  Please
revise accordingly or tell us why no revision is necessary.

• Based on the explanation provided in f ootnote (c), it remains unclear why you
recorded a $1,156,698 increase to “n et gain (loss) in fair value of debt derivative
and warrant liability.” If you recorded a derivative liabi lity 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, and not income, in correcting your error. Please tell us why you appear to have reco rded income in correcting this error.
Additionally, we again request  that you please revise f ootnote (c) to clarify the
relationship between this e rror and each individual fina ncing transaction in “Note
C,” as the volume of those transactions makes it difficult for the investor to tell which were affected by the error. Please  also tell us why you restated your June
30, 2006 Form 10-QSB to correct this error, which appears to rela te to the initial
valuation of the warrants and aff ect your March 31, 2006 Form 10-QSB.

• We acknowledge your proposed revisions to footnote (e). Please confirm that you
have reflected the initial effects of the error you described in your restated
September 30, 2005 Form 10-KSB. Please tell  us whether you initially attempted
to correct the errors related to your December 2004, February 2005 and June 2005 warrant issuances in your June 30, 2006 reporting period and whether you then
realized that you should actually ame nd your September 30, 2005 Form 10-KSB
to reflect the errors in the periods that they affected. Please also note that you will have to amend your September 30, 2006 Form 10-KSB to appropriately reflect the effects of our comments on restat ement information presented therein.

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 3

• Please clarify why your cumulative statemen t of operations for the period from
inception through June 30, 2006 does not al so include adjustments for the
$563,750 and $6,640,706 that you reference in footnote (d) to your tabular
restatement disclosure for the nine m onths ended June 30, 2006. If you recorded
restatement adjustments for the nine months ended June 30, 2006, it would seem
they should all flow through to your cumu lative restated statement of operations
for the period then ended.
 Note J- Restatement of June 30, 2005 Quar terly Financial Statements, page F-48

 2. We acknowledge your proposed revisions in response to comment 3 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2005 and for th e period from inception through June 30,
2005. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.

• Please revise footnotes (b), (f) and (h) to specifically identify the related financing
transactions, your December 2004 $1.465 m illion convertible note issuance and
the January/February 20 05 $7.371 million convertible  note transaction, as
referenced in Schedule A of your response.

• We refer to your references throughout th e footnotes to your tabular disclosure
which state that you will r eclassify certain of your wa rrant liabilitie s to equity
when your Form SB-2 covering the underlyi ng shares is declared effective. Please
refer to paragraph 18 of EITF No. 00 -19 and tell us whether the warrant
agreements underlying each related fina ncing transaction require that you
maintain the effectiveness of your Form  SB-2, which would preclude you from
automatically reclassifying the liabilities upon effectiveness.

3. 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

 4. We acknowledge your responses to comments 7, 8, 9 and 10 as well as the supplemental
tabular restatement information that you have  presented for the year ended September 30,
2005 and for the period from inception through September 30, 2005. Please provide us with the clarifying information that follows and revise the disclosure in your filing
accordingly.

• We refer to our initial comment 8 and to f ootnotes 7(b) and (f).  It is unclear how
the net September 30, 2005 balance sheet  adjustment of $13,673,574 to record

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 4

warrant liabilities related to your various financing transactions , inclusive of any
revaluation adjustments, correlate s to the $23,148,264 adjustment that you
recorded to interest expense for the year ended September 30, 2005 and the period
from inception through September 30, 2005. Pleas e revise your disc losure to elicit
how footnotes 7(b) and (f) relate to one another.

• Please revise footnotes (b) and (e) to specify which financing transactions
correlate to the adjustments.

• We refer to your references throughout th e footnotes to your tabular disclosure
which state that you will r eclassify certain of your wa rrant liabilitie s to equity
when your Form SB-2 covering the underlyi ng shares is declared effective. Please
refer to paragraph 18 of EITF No. 00 -19 and tell us whether the warrant
agreements underlying each related fina ncing transaction require that you
maintain the effectiveness of your Form  SB-2, which would preclude you from
automatically reclassifying the liabilities upon effectiveness.
 5. Please confirm that you will timely amend your September 30, 2005 and 2006 Forms 10-
KSB to reflect the revised restatement info rmation 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.
May 24, 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