SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

August 29, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                  Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Amendment No. 2 to Registration Statement on Form SB-2
                  File No. 333-122848
                  Amended Registration Statement filed June 16, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a comment  letter dated June 27, 2005 (the  "Comment
Letter") relating to Amendment No. 2 to the Registration  Statement on Form SB-2
(the  "Registration  Statement") of Applied DNA Sciences,  Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.

     We are  filing  herewith  Amendment  No.  3 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

1.   We  understand  from your counsel you will be  obligated  to issue  penalty
     shares  if this  registration  statement  is not  declared  effective  by a
     certain  date.  Please  include a discussion  which  explains in sufficient
     detail  the   provisions  of  the  penalty   shares  in  your   prospectus.
     Additionally,  please  consider  adding a risk factor  discussing  dilutive
     effects and other material adverse consequence should this occur.

<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 2 of 8

     Response
     --------

     Pursuant to the terms of our private  placement  that closed in January and
     February 2005, if we did not have a registration  statement registering the
     shares underlying the convertible notes and warrants declared  effective on
     or before July 15, 2005, we are obligated to pay liquidated  damages in the
     amount of 3.5% per  month of the face  amount of the  notes,  which  equals
     $257,985,  until the registration  statement is declared effective.  At our
     option,  these  liquidated  damages  can be paid in cash or  shares  of our
     common  stock.  We have  revised  our  disclosure  to  include  a  detailed
     discussion of these liquidated damages and the addition of a risk factor.

2.   We note your  response  to comment 2.  Please  revise  your  disclosure  to
     indicate that Rick Langley of RHL Management, Inc. is Richard Langley Jr.

     Response
     --------

     As RHL  Management,  Inc. no longer owns 5% or more of our shares of common
     stock outstanding, we have removed all references to RHL Management,  Inc.,
     Rick Langley and Richard Langley Jr.

3.   Prior to requesting acceleration for effectiveness,  please amend your Form
     10-KSB for the year ended  September  30,  2004 and your Forms 10-Q for the
     quarters  ended  December  31,  2004 and March 31,  2005 to comply with our
     comments on your Form SB-2.

     Response
     --------

     Prior to  requesting  acceleration  for  effective,  we will amend our Form
     10-KSB for the year  ended  September  30,  2004 and our Forms 10-Q for the
     quarters  ended  December  31,  2004 and March 31, 2005 to comply with your
     comments on our Form SB-2.

Risk Factors
------------

If we Fail to Close on our Acquisition Agreement with Biowell.... page 4
------------------------------------------------------------------------

4.   Please  revise your risk  factor to update the  disclosure  concerning  the
     status of the  acquisition.  We note on page 22 all  conditions  to closing
     have been met except  for  approval  by the  shareholders  of  Biowell  and
     reorganization  of the board.  Please discuss whether Biowell  shareholders
     have voted on the transaction, if not, when will such vote be taken.

     Response
     --------

     We have  removed  this risk  factor  since we have  closed  on the  Biowell
     transaction.

<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 3 of 8

Item 26. Recent Sales of Unregistered Securities, page II-2
-----------------------------------------------------------

5.   Please indicate if any underwriters were employed in connection with any of
     the transactions set forth in Item 15.

     Response
     --------

     We have revised our disclosure at the end of Item 26 to state that, "except
     as disclosed  above,  we have not employed any  underwriters  in connection
     with any of the above transactions."

6.   Please  revise to identify  the  investors  or classes of  investors in the
     unregistered   offerings  you  describe.   Please  note  that  we  consider
     accredited  investors  to  be a  recognized  class  but  do  not  recognize
     unaccredited investors or individual investors to be acceptable classes.

     Response
     --------

     We have revised our  disclosure  to indicate that all offerings we describe
     were all to accredited investors.

7.   Please  revise your  disclosure to indicate the exemption you relied on for
     the privately placed securities from September 2002 to December 2003. Also,
     please  include  the number of  individuals  who  purchased  in each of the
     transactions described.

     Response
     --------

     We have revised our  disclosure to indicate the number of  individuals  who
     purchased in our  transactions  as well as the exemption we relied upon for
     the private placement of our securities.

Consolidated Financial Statements
---------------------------------

Statements of Losses, page F-3
------------------------------

8.   We acknowledge your response to comments 17 and 18 per our letter dated May
     23, 2005. We continue to believe  that,  according to paragraphs 11 (c) and
     13 of SFAS No. 2, the license fee paid to Biowell Technologies represents a
     research  and  development  cost.  Given  the  importance  of  the  Biowell
     Technologies  license to your  future  plan of  operations,  which  clearly
     involves  research  and  development  activities,  amounts  paid to Biowell
     pursuant to that license  agreement should be disclosed  separately on your
     statements of operations.  Please revise your  statements of operations for
     all affected periods accordingly.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 4 of 8

     Response
     --------

     In 2002, we entered into a license agreement with Biowell Technology,  Inc.
     that provided for the marketing and  distribution of Biowell's  proprietary
     DNA  technology.  The license  allowed us to market the products and we did
     not  undertake  any research and  development  activities  as defined under
     paragraphs  8 (a)  and  (b) of  SFAS  No 2.  Due to our  limited  financial
     resources,  we did not undertake any research and development activities as
     described in paragraph 9 of SFAS No 2.

     We believe that  classifying  the fee paid to Biowell  other than a license
     fee would be misleading to the reader of the financial statements.

     We  anticipate  expending  material  amounts on  research  and  development
     activities  and agree to  separately  classify  and  disclose  research and
     development expenses in future filings.

     We believes our policy regarding accounting for and disclosing research and
     development  costs is  reasonable  and  complies  with  current  accounting
     principles generally accepted in the US.

Notes to Consolidated Financial Statements
------------------------------------------

Note D- Capital Stock, page F-21
--------------------------------

9.   We  acknowledge  your  response to comment 19 per our letter  dated May 23,
     2005;  however,  it is not clear that you  addressed  our  comment.  Please
     revise your disclosure in the notes to your financial statements to clarify
     the  following  for each  issuance  of  common  stock to  non-employees  in
     exchange  for  services:  the  period in which the  employee  rendered  the
     services;  the period in which you issued the common stock and recorded the
     related  financial  statement  expense;  and your basis for recording  each
     amount  in  the  applicable   period.   Please  provide  to  us  additional
     information  to clarify the  difference  between the  issuance  date of the
     stock and the valuation date, as applicable.  Please note that if the stock
     is not issued in the same period as when the  services  are  rendered,  the
     services  should be recorded  in the period the  services  are  rendered in
     accordance  with paragraph 8 of SFAS 123 and EITF 96-18.  When the stock is
     issued,  the stock  should be  recorded  as issued at that time at the fair
     value  on  the  date  issued.   Please  revise  your  financial  statements
     accordingly  or tell us why you believe your  financial  statements  comply
     with GAAP.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 5 of 8

     Response
     ---------

     Our policy is to account for the issuance of our shares to non-employees in
     accordance  with  paragraph 8 of SFAS 123 and EITF 96-18.  We have  entered
     into over 433 equity  issuances  transactions  from our  inception  through
     March 31, 2005. With the limited  exception of six (6) equity  transactions
     since our period of inception  when our common stock did not have a market,
     our  accounting  policy  is to  record  the  financial  statements  expense
     associated with equity  compensation  to consultants  based upon the market
     value of the shares  issued at the date the shares are  issued.  The market
     value is based upon the  closing  price of our common  stock on the date of
     issuance.

     Accordingly,   we  believe  our  policy  of  accounting  for   equity-based
     compensation   transactions   is  reasonable   and  complies  with  current
     accounting principles generally accepted in the US.

10.  We  acknowledge  your  response to comment 20 per our letter  dated May 23,
     2005.  Please provide us with the basis for using  different fair values of
     your common stock for the same period for the numerous issuances during the
     periods  presented.  For  example,  the 586,250  shares had a fair value of
     $0.13 per share in  October  2002;  the 9,000  shares  had a fair  value of
     $0.065  per share in October  2002;  and the  10,140,000  shares had a fair
     value of $0.0001 per share in September 2002.

     Response
     --------

     Our policy is to account for and disclose  the value of equity  instruments
     issued for products and services to  non-employees  in accordance with SFAS
     123 and EITF 96-18.

     From our inception, we have recorded in excess of 433 equity transactions.

     Prior to our merger and  recapitalization  on October 21,  2002,  we were a
     newly formed non-operating entity with no assets and no operations. We were
     privately  held by two  individuals  and had a negative net worth.  Our two
     founders  were to receive an aggregate of  10,140,000  shares of our common
     stock in connection with the merger agreement. The Founders' shares were to
     be valued at par, which  approximated the fair value of the private company
     at the time of the merger.

     Due to our minimal activity,  lack of corporate structure and resources, we
     did not issue the shares to the Founders  until the March 2003.  We believe
     this was a ministerial act and while the cost of the shares equal to $1,104
     should have been recorded  during the period ended  December 31, 2002,  the
     amount is deemed immaterial to the financial statements taken as a whole.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 6 of 8

     Separately,  we agreed to compensate certain consultants in connection with
     our establishment and our merger with Pro-Health in October 2002, including
     establishing our offices and developing marketing plans.

     We  compensated  the  consultants  for the  services  in  exchange  for the
     following shares of our common stock.

             Period                 Number of shares          Price per share
           October 2002                  602,000                  $.065
           January 2003                  586,250                    .13
           February 2003                   9,000                   .065
           March 2003                      6,000                   .065
           April 2003                    860,000                   .065
           May 2003                        9,000                   .065
           June 2003                     270,000                   .065

     Our  management  measured  the fair  value the common  stock  issued to the
     Consultants  based the value of our common  stock at the time the  services
     were rendered in October  2002.  We did not have a historical  market price
     for our common  stock,  and therefore the shares' fair value at the time of
     substantive  performance was based on our  approximate  book value of $.065
     per share.  Upon further  review,  the shares issued in January 2003 should
     have been valued at $.065 per share, instead of $.13 per share.

     Due to the  limitations  in our financial and  management  resources at the
     time, we did not adequately account for and accrue the equity  compensation
     to the  consultants  in October  2002,  thereby  understating  expenses and
     liabilities  as of  December  31,  2002.  We  accounted  for and charged to
     operations  the  compensation  costs in the period the shares  were  issued
     during the periods ended March 31, 2003 and June 30, 2003.

     Since any adjustments and restatements  would have no impact on our year to
     date results from  operations,  and that the adjustments are in excess of 2
     years old, we propose to waive any  restatement  adjustment to the December
     31, 2002, March 31, 2003 and June 30, 2003 financial statements.

11.  We note that you have  issued  capital  stock  below par value and that you
     have recorded negative additional paid-in capital.  Please tell us why this
     is appropriate.

     Response
     --------

     When we issue common  stock above our par value,  a premium is recorded and
     increases  additional  paid in capital.  Conversely,  when we issue  common
     stock below our par value, a discount is recorded and decreases  additional
     paid in capital.(1)
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 7 of 8

     Accordingly,  we believe the  accounting  for  issuance of our common stock
     below our par value is  reasonable,  appropriate  and complies with current
     accounting principles generally accepted in the US.

Unaudited Condensed Consolidated Financial Statements
------------------------------------------------------

Unaudited Condensed Consolidated Statements of Cash Flows, page F-81
--------------------------------------------------------------------

12.  Please  revise your  unaudited  condensed  consolidated  statements of cash
     flows to present  line items  comparable  to those  presented  in your Form
     SB-2/A filed with the Commission on April 29, 2005. We believe  Instruction
     2(1)(iv)  to Item  310(b) of  Regulation  S-B  prescribes  that you present
     detail  sufficient  to allow  investors to compare  your interim  financial