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CORRESP
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    t15111_corresp.htm

    Fulbright
      & Jaworski L.L.P.

    A
      Registered Limited Liability Partnership

    666
      Fifth
      Avenue, 31st Floor

    New
      York,
      New York 10103-3198

    www.fulbright.com

              mkraines@fulbright.com

              direct
                dial: (212) 318-3261

              telephone:

              facsimile:

              (212)
                318-3000

              (212)
                318-3400

    July
      3,
      2007

    VIA
      EDGAR AND FEDERAL EXPRESS

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-3561

            Re:

              Applied
                DNA Sciences, Inc.

              Registration
                Statement on Form SB-2

              Filed
                January 15, 2005

              File No.
                333-122848

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Applied DNA Sciences, Inc. (the “Company”),
      in
      response to the Staff’s comment letter dated May 24, 2007 (the “Comment
      Letter”)
      and
      the follow-up conference call on June 7, 2007 in connection with Amendment
      No.
8
      to the
      Company’s above-referenced Registration Statement on Form SB-2 (the
“Registration
      Statement”),
      we
      hereby submit proposed changes to the financial statements for your
      review.

    All
      responses to the comments set forth in this letter are submitted on behalf
      of
      the Company at its request. All responses to the accounting comments were
      prepared by the Company in consultation with its independent auditors. The
      following numbered paragraphs repeat the comments in the Comment Letter for
      your
      convenience, followed by the Company’s responses to those comments.

    Amendment
      No. 8 to Registration Statement on Form SB-2

    General

              1.

              Prior
                to requesting acceleration for effectiveness, 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 years ended
                September
                30, 2006 and 2005, as well as unaudited interim financial statements
                and
                related information for the period ended March 31,
                2007.

      Houston
        ·
        New York
·
        Washington DC ·
        Austin
·
        Dallas
·
        Los
        Angeles ·
        Minneapolis ·
        San
        Antonio

      Dubai
        ·
        Hong
        Kong ·
        London
·
        Munich
·
        Riyadh

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        2

    Response:
      We agree
      to update the financial statements in our amended registration statements in
      accordance with Item 310(g) of Regulation S-B prior to requesting
      effectiveness.

    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 the period
                from
                inception through June 30, 2006. Please provide us with the clarifying
                information that follows and revise the disclosure in your filing
                accordingly.

            •

              Based
                on the explanation provided in footnote (b), it appears that there
                should
                be a credit to capitalized financing costs in the period ended June
                30,
                2006. In addition, as it appears that you reduced selling, general
                and
                administrative expense in the three months ended March 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 footnote (c), it remains 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 derivative 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,
                and not income, in correcting your error. Please tell us why you
                appear to
                have recorded income in correcting this error. Additionally, we again
                request that you please revise footnote (c) to clarify the relationship
                between this error and each individual financing 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 relate to the initial valuation of the warrants and affect
                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
                amend 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 restatement information presented
                therein.

        -
          2
          -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        3

            •

              Please
                clarify why your cumulative statement of operations for the period
                from
                inception through June 30, 2006 does not also include adjustments
                for the
                $563,750 and $6,640,706 that you reference in footnote (d) to your
                tabular
                restatement disclosure for the nine months 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 cumulative restated
                statement of operations for the period then
                ended.

    Response:

    Item
      1.
      We do not believe a revision is necessary as it relates to the capitalized
      finance costs. The following summarizes the events giving rise to the errors
      in
      accounting for the debt issuance costs aggregating $ 390,000.

            •

              In
                March, 2006 the Company issued $ 1,500,000 in non-conventional convertible
                debt. Since the notes
                were not convertible into a fixed number of the Company’s common shares,
                the Company has considered the notes as non-conventional debt in
                accordance with EITF 05-04 and has accounted for the issuance as
                a
                derivate liability in accordance with FAS no. 133.

            •

              In
                connection with the issuance of the debt, the Company incurred and
                paid
                $390,000 of debt issuance costs. These costs primarily represented
                costs
                of placing the debt through registered broker dealers.

            •

              The
                Company erroneously charged the $ 390,000 of debt issuance costs
                to
                operations (selling, general and administrative costs) instead of
                capitalizing the costs during the period ended March 31, 2006 and
                amortizing the $390,000 over the term of the debt incurred of 18
                months.

            •

              While
                preparing the Company’s quarterly report on Form 10-QSB
                for the period ended June 30, 2006, the Company reviewed the accounting
                for the debt issuance costs of a second and similar debt placement
                in May
                2006 and discovered
                the error in accounting for the $390,000 of debt issuance costs incurred
                in March 2006.

            •

              The
                Company took the following steps to address the error for accounting
                for
                the $390,000 of debt issuance costs incurred in March
                2006:

            •

              The
                Company prepared and filed the original June 30, 2006 Form 10-QSB
                reducing (crediting) selling, general and administrative expenses
                by
                $390,000 for the nine months ended June 30, 2006 and increasing (debiting)
                capitalized debt issuance costs at June 30, 2006 by $390,000.

            •

              The
                Company erroneously allocated the reduction in selling general and
                administrative expenses of $390,000 to the three
                month period ended June 30, 2006 instead of the six month period
                ended
                March
                31,
                2006.

        -
          3
          -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        4

            •

              The
                Company prepared and filed an amended March 31, 2006 Form 10-QSB
                for the
                six months ended March 31, 2006 correcting the error in accounting
                for the
                $390,000 of debt issuance costs by reducing (crediting) selling ,
                general
                and administrative expenses by $390,000 for the three and six months
                ended
                March 31, 2006 and increasing (debiting) capitalized debt issuance
                costs
                at March 31, 2006 by $390,000.

            •

              Based
                upon the above transactions, the Company has concluded that it made
                a
                mistake in recording the $390,000 credit to selling, general and
                administrative costs during
                the three months ended June 30, 2006
                in
                its original filing, and accordingly is proposing to correct the
                accounting by reversing the credit in that period.

            •

              Therefore,
                with the restatement of June 30, 2006, the only correction is a charge
                (debit) to selling, general and administrative expenses for the
                three
                months ended June 30, 2006
                only to reverse the previous credit to the three
                months ended statement of operations as originally reported in
                the June 30, 2006 quarterly report. There is no change to nine months
                ended June 30, 2006 or to the Date of Inception through June 30,
                2006
                statement of losses or balance
                sheet.

    Summarized,
      in table form, are the changes to the three months, year to date and
inception
      to date Statement of Losses :

              Three
                months

              ended
                December 31,

              2005

              Three
                months

              ended
                March 31,

              2006

              Three
                months

              ended
                June 30,

              2006

              Nine
                months

              ended
                June 30,

              2006

              Date
                of

              inception

              through
                June 30,

              2006

              Balances
                at Initial filing:

              Selling,
                general and administrative expenses

              $2,408,427

              $1,355,661

              $1,190,967

              $4,955,055

              $70,072,368

              Balances
                with Quarterly revisions:

              Selling,
                general and administrative Expenses

              1,844,677

              965,661

              1,580,967

              4,391,305

              75,910,822

              Difference

              $563,750

              $390,000

              $(390,000)

              $563,750

              $(5,838,454)

              Explained
                by:

              (d)
                6/30/06

              (b)
                6/30/06

              (b)
                6/30/06

              (d)
                6/30/06

              (f)
                6/30/06

          -
            4
            -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        5

    Item
      2.
      We amended our March 31, 2006 10-QSB for an error in valuation of warrants.
      The
      liability was adjusted due to our revaluation from $6,474,430 to $7,631,128
      with
      the related adjustments for the change in the March 31, 2006 10-QSB. The net
      effect on the June 30, 2006 10-QSB is as follows:

              Initial
                filing

              Revised

              Change

              Warrant
                liability as of March 31, 2006

              $6,474,430

              $7,631,128

              $1,156,698

              Add:
                Initial warrant and derivative valuation relating to 7M
                PPM

              1,561,119

              1,561,119

              -

              Total:

              8,035,549

              $9,192,247

              1,156,698

              Less:
                June 30, 2006 valuation of warrant and debt derivative
                (unchanged)