SecProbe.io

Mail Stop 6010      June 24, 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. 10 filed June 16, 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. Please refer to prior comment one. We acknowledge your proposed new disclosure. Please expand your disclosure to discuss the specific methods and key
assumptions used to estimate this obligation, particularly the factors that caused

Dr. James A. Hayward
Applied DNA Sciences, Inc. June 24, 2008 Page 2
you to increase this obligation by $7,725,585 in 2007. Provide us a calculation of
how you derived the increase in the liabil ity.  Also, as previously requested,
include all disclosure required by para graph 12 of EITF 00-19-2, such as the
events or circumstances that would re quire you to transfer consideration under
this arrangement.
 Notes to Consolidated Financial Statements

Note D-Private Placement of Convertible Notes
 Revaluation of Warrant Liability, page F-21

 2. Please refer to prior comment six. We do not understand how paragraph Example
7 of A14 of FSP EITF 00-19-2 supports your reclassification of the cumulative fair value of the warrants and cumula tive reported gains. The accrual of your
liquidating damage appears to  indicate that Example 7 is not applicable to you.
Please provide an expanded explanat ion of your basis for this accounting
treatment. In particular, tell us the specific factors that  you considered in
concluding that payments related to registration rights for these warrants were not probable and that apart from the regist ration rights arrangement, these warrants
would otherwise have been classified as  equity instruments in accordance with
other applicable GAAP for all periods.

* * *
  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. June 24, 2008 Page 3
• 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. June 24, 2008 Page 4