SecProbe.io

Mail Stop 6010      May 15, 2008            James A. Hayward, Ph.D., Sc.D. Chief Executive Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 113 Stoney Brook, New York 11790
 Re: Applied DNA Sciences, Inc.
  Registration Statement on Form S-1
  Amendment no. 9 filed April 21, 2008
  File No. 333-122848

Dear Dr. Hayward:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

Management’s Discussion and Analysis of Financial Condition and Plan of Operations

Critical Accounting Policies, page 14

Equity Issued with Registration Rights

1. As disclosed in Note C, you have accrued for registration rights liquidated damages in accordance with EITF 00-19-2. However, while you refer to this technical guidance in your discussion  of your accounting policy for Warrant

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 2
Liability, you do not discuss it with respec t to your accountin g policy for Equity
Issued with Registration Rights. Please expand your disclosure to discuss the methods and key assumptions used to es timate this obligation. In particular,
explain how you computed the 2007 in crease in this obligation by $7,725,585.
Also, include all disclosure required by paragraph 12 of EITF 00-19-2, such as the
events or circumstances that would re quire you to transfer consideration under
this arrangement and any settlement alternatives.

Revenue Recognition

2. You recognize revenue from testing contra cts to “provide for a profit margin
relative to the testing performed,” estimating actual labor and other costs for this testing process based on your historical experience. Please e xpand your disclosure
to provide the following information.

• Describe all deliverables and corres ponding payments to be received
under your testing contracts.
• Given your recent transition to an operating company, describe how you
estimate actual labor and other costs in the absence of historical experience.

• We do not understand your terminology “provide for a profit margin
relative to the testing performed.” Provi de a more specific definition of the
terms, profit margin and testing performed.
• Describe how you estimate profit margin and quantify the estimated profit margins for testing contracts init iated in 2007 and expected in 2008.

• Describe how you determine the level of testing performed.
• Tell us why you believe your revenue recognition complies with Staff
Accounting Bulletin 104.

 Commercial Agreements and Dist ribution of our Products, page 27

 3. Please expand the discussion pertaining to the Supima Cotton Agreement to indicate the aggregate dollar amount of  the payments you received for the
feasibility study and the curre nt status of such study.
 4. Please file the Supima agreement as an e xhibit or provide a detailed analysis of
why the agreement does not have to be filed.  We may have additional comments.

Selling Stockholders, page 49

 5.        Please expand the discussion to id entify the natural person(s) with investment
or voting control over  the securities owned by the non- natural persons listed in this
section.

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 3

 Notes to Consolidated Financial Statements

 Note D – Private Placement of Convertible Notes

 Revaluation of Warrant Liability, page F-21

 6.   In 2006 and 2007, you recorded ga ins of $16.8 million and $1.3 million,
respectively, in revaluing your debt derivative and warrant  liabilities. In
September 2007, you reclassified the warrant liabilities to equity  resulting from
the exchange of the remaining secured convertible promissory notes for common
stock. We were unable to understand certain amounts in your financial statements that relate to these transactions. Please provide us with the following
supplemental information supporting your accounting for these transactions.

• Provide a roll forward of the debt derivative and warrant liability that relates
the net gains in revaluation of debt derivatives and warrant liabilities to
changes in the corresponding liability.
• Your reclassification of the fair value of warrants resulted in a net credit to
stockholders’ equity of $4,146,482, reflec ting increases of $34.9 million in
the accumulated deficit and $39.1 million in additional paid in capital.
Explain your basis for th is accounting treatment and how you determined
these amounts.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 4

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact Franklin Wyman at ( 202) 551-3660 or Mary Mast at (202) 551-
3613 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at
(202) 551-3675, or me at (202) 551-3715 with any other questions.          S i n c e r e l y ,            J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Merrill Kraines, Esquire  Fulbright & Jaworski L.L.P.  666 Fifth Avenue  New York, New York 10103

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 5