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CORRESP
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    t63191_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: (212)
      318-3000

                  facsimile: (212)
      318-3400

      July 3,
2008

      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.

                Amendment
      No. 10 to

                Registration
      Statement on Form SB-2 on Form S-1

                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 June 24, 2008 (the “Comment Letter”) in
connection with Amendment No. 10 (“Amendment No. 10”) to
the Company’s above-referenced Registration Statement on Form SB-2 on Form S-1
(the “Registration
Statement”), we hereby submit proposed changes to Amendment No. 10 and
supplemental information for your review.

      All
responses to the comments set forth in this letter are submitted on behalf of
the Company at its request.  The following numbered paragraphs repeat
the comments in the Comment Letter for your convenience, followed by the
Company’s responses to those comments.  We intend to file Amendment
No. 11 to the Registration Statement when the Company’s responses to the Comment
Letter have been approved.  We hope this approach is
satisfactory.

      FORM S-l

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

      Critical Accounting
Policies, page 14

      Equity Issued with
Registration Rights

        Mr.
Jeffrey P. Riedler

        U.S.
Securities and Exchange Commission

        Division
of Corporation Finance

        July 3,
2008

        Page
2

                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 you to increase this obligation by
      $7,725,585 in 2007.  Provide us a calculation of how you derived
      the increase in the liability.  Also, as previously requested,
      include all disclosure required by paragraph 12 of EITF 00-19-2, such as
      the events or circumstances that would require you to transfer
      consideration under this arrangement.

                Response:  The Company
      proposes to revise the disclosure on pages 14 and 15 of Amendment No. 10
      as set forth on Exhibit
      A.  Attached as Exhibit
      B hereto is a calculation of the $7,725,585 liability for
      liquidated damages as of September 30, 2007.

                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 cumulative reported
      gains.  The accrual of your liquidating damage appears to
      indicate that Example 7 is not applicable to you.  Please
      provide an expanded explanation 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 registration
      rights arrangement, these warrants would otherwise have been classified as
      equity instruments in accordance with other applicable GAAP for all
      periods.

                Response:  In
      connection with the accounting and disclosure of the warrant liability,
      the Company should have referred to Example 8 , paragraph A15 of FSP EITF
      00-19-2 Accounting for
      Registration Payment Arrangements ("FSP 00-19-2"), instead of
      Example 7.

                As
      previously disclosed, the Company accounted for the warrants issued in
      connection with the promissory notes as a liability in accordance with
      EITF 00-19, Accounting
      For Derivative Financial Instruments Indexed to and Potentially Settled in
      a Company’s Own Stock (“ EITF 00-19”).  The
      potential payments related to the liquidated damages were accrued as
      incurred and charged to operations with a corresponding increase in
      accounts payable and accrued expenses (see response to Comment
      1).

                Based
      upon the following analysis of paragraphs 12-32 of EITF 00-19, as a result
      of the adoption of FSP 00-19-2, and apart from the provisions of the
      registration rights agreement, the Company has concluded the warrants
      would have met the requirements for equity classification at the date of
      issuance.

          Mr.
Jeffrey P. Riedler

          U.S.
Securities and Exchange Commission

          Division
of Corporation Finance

          July 3,
2008

          Page
3

                •

                The
      warrants do not include any provision requiring a cash settlement by the
      Company.

                •

                The
      warrant agreements permit the Company to settle in unregistered shares,
      apart from the provisions of the registration rights
      agreement.

                •

                The
      Company has sufficient authorized and unissued shares as of the most
      recent balance sheet date to settle the delivery of the underlying shares
      of common stock.

                •

                The
      warrant agreement contains an explicit limit on the number of shares to be
      delivered in a share settlement.

                •

                There
      are no required cash payments to the warrant holders in the event the
      Company fails to make timely filings with the SEC.

                •

                There
      are no required cash payments to the warrant holders if the shares
      initially delivered upon settlement are subsequently sold by the warrant
      holders and the sales proceeds are insufficient to provide the warrant
      holders with full return of the amount due (i.e., no cash settled
      "top-off" or "make-whole" provisions).

                •

                There
      are no provisions in the warrant agreement that indicate that the warrant
      holder has rights that rank higher than those of a shareholder of the
      stock underlying the warrant.

                •

                The
      warrant agreement requires net-cash settlement only in specific
      circumstances in which holders of shares underlying the warrant also would
      receive cash in exchange for their shares.

                •

                There
      is no requirement in the warrants to post collateral at any point or for
      any reason.

                Based
      upon the above analysis, the Company believes that apart from the
      registration rights agreement, the Company’s warrant instruments should be
      classified as equity and its policy accounting for equity instruments is
      reasonable and complies with current accounting principles generally
      accepted in the US.

      Mr.
Jeffrey P. Riedler

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      July 3,
2008

      Page
4

                If
      you have any additional comments or questions, please feel free to contact
      the undersigned at (212) 318-3261.

                Very
      truly yours,

                Merrill
      M. Kraines

      Enclosures

                cc:

                Mr.
      John Krug, Senior Staff Attorney

                Mary
      Mast, Senior Accountant

                Amy
      Bruckner, Staff Accountant

                James
      A. Hayward, Applied DNA Sciences, Inc.

      EXHIBIT
A

        We
believe that our existing capital resources will enable us to fund our
operations until approximately September 2008.  We believe we may be
required to seek additional capital to sustain or expand our prototype and
sample manufacturing, and sales and marketing activities, and to otherwise
continue our business operations beyond that date.  We have no
commitments for any future funding, and may not be able to obtain additional
financing or grants on terms acceptable to us, if at all, in the
future.  If we are unable to obtain additional capital this would
restrict our ability to grow and may require us to curtail or discontinue our
business operations.  Additionally, while a reduction in our business
operations may prolong our ability to operate, that reduction would harm our
ability to implement our business strategy.  If we can obtain any
equity financing, it may involve substantial dilution to our then existing
shareholders.

        Product
Research and Development

        We
anticipate spending approximately $15,000 for product research and development
activities during the next twelve (12) months.

        Acquisition
of Plant and Equipment and Other Assets

        We do not
anticipate the sale of any material property, plant or equipment during the next
12 months.  We do anticipate spending approximately $100,000 on the
acquisition of leasehold improvements during the next 12 months.  We
believe our current leased space is adequate to manage our growth, if any, over
the next 2 to 3 years.

        Number
of Employees

        We
currently have seven employees and three part-time employees.  The
company expects to increase its staffing dedicated to sales, product
prototyping, manufacturing of DNA markers and forensic authentication
services.  Expenses related to travel, marketing, salaries, and
general overhead will be increased as necessary to support our growth in
revenue.  In order for us to attract and retain quality personnel, we
anticipate we will have to offer competitive salaries to future
employees.  We anticipate that it may become desirable to add
additional full and or part time employees to discharge certain critical
functions during the next 12 months.  This projected increase in
personnel is dependent upon our ability to generate revenues and obtain sources
of financing.  There is no guarantee that we will be successful in
raising the funds required or generating revenues sufficient to fund the
projected increase in the number of employees.  As we continue to
expand, we will incur additional costs for personnel.

        Critical
Accounting Policies

        Financial
Reporting Release No. 60, published by the SEC, recommends that all companies
include a discussion of critical accounting policies used in the preparation of
their financial statements.  While all these significant accounting
policies impact our financial condition and results of operations, we view
certain of these policies as critical.  Policies determined to be
critical are those policies that have the most significant impact on our
consolidated financial statements and require management to use a greater degree
of judgment and estimates.  Actual results may differ from those
estimates.

        We
believe that given current facts and circumstances, it is unlikely that applying
any other reasonable judgments or estimate methodologies would cause a material
effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this prospectus.

        The
accounting policies identified as critical are as follows:

                  ·

                  Equity
      issued with registration rights;

                  ·

                  Revenue
      recognition;

                  ·

                  Allowance
      for Doubtful Accounts;

                  ·

                  Warrant
      liability; and

                  ·

                  Fair
      value of intangible assets.

        Equity
Issued with Registration Rights

        In
connection with the private placement of our convertible promissory notes and
warrants to certain investors during the fiscal quarters ended December 31,
2003, December 31, 2004, March 31, 2005, March 31, 2006 and June 30, 2006,
pursuant to a registration rights agreement we agreed to file a registration
statement to register the common stock issuable upon the conversion of the
promissory notes and the exercise of the warrants and to have the registration
statement declared effective by the SEC.  The registration rights
agreement provided for the payment of liquidated damages if thea registration statement was not declared
effective by the SEC within 120 days of the
private placement of the convertible promissory notes .  The
liquidated damages are equal to 3.5% per month
of the aggregate proceeds , with no limitations.   The liquidated damages may be paid in
cash or our common stock, at our option .  Although the
promissory notes and warrants do not provide for net-cash settlement, the
existence of liquidated damages provides for a defacto net-cash settlement
option.  Therefore, the common stock issuable upon the conversion of
the promissory notes and the exercise of the warrants subject to the liquidated
damages provisions of the registration rights agreement does not meet the tests
required for shareholders’ equity classification in the past, and accordingly
has been reflected between liabilities and equity in our previous consolidated
balance sheet.

            14

        As of
September 30, 2007, we did not have a registration statement declared effective
relating to the common stock issuable upon the conversion of the promissory
notes and the exercise of the warrants.  In accordance with EITF
00-19-2, we evaluated the likelihood of having the registration statement
declared effective by the SEC.   Accordingly, we have
recorded aAs of September 30, 2007, we
determined it was probable that we will be required to remit payments to these
investors because of our failure to have the registration statement declared
effective and we estimated that the obligation to make additional payments would
continue for nine months from September 30, 2007, at which time we estimated
that the registration statement would have been declared
effective.  Although we were unable to estimate the exact amount of
time needed to have the registration statement declared effective, we believed
that an additional nine months would be required to complete the SEC’s comment
and review process and have the registration statement declared
effective.  In accordance with SFAS No. 5, Accounting For
Contingencies, we accrued nine months of additional liquidated damages, or
$3,310,965, as a charge to operations during the year ended September 30,
2007.

         As a result of not having our registration statement
declared effective, we recorded an aggregate  liability of $11,750,941
as of September 30, 2007 and an increase of $7,725,585 as compared to September
30, 20062006, in order to account for thesethe potential liquidated damages accruing  until the registration statement
is declared effective by the SEC.   TheThis increase, which was charged to
operations  as a selling, general and
administrative expense , in fiscal 2007, is comprised of $8,439,976 of
 current and prior years’ stipulated
contractual obligations, plus anthe additional accrual of $3,310,965  described previously to account for
thesethe po