SecProbe.io

Mail Stop 3561

January 23, 2009
 Via U.S. Mail and Facsimile

 Dana A. Marshall Chief Executive Officer Applied Energetics, Inc. 3590 East Columbia Street Tucson, Arizona 85714
RE: Applied Energetics, Inc.
   Form 10-K for the fiscal  year ended December 31, 2007
   Form 10-Q for the quarterly  period ended September 30, 2008
File No. 001-14015

Dear Mr. Marshall:

We have reviewed your response letter  dated December 29, 2008 and have the
following comment.  Where indicated, we th ink you should revise your document in
response to this comment and comply with the remaining part of the comment in all
future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.    We look forward to working with you in these respects.  We welcome any
questions you may have about our  comment or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Dana A. Marshall
Applied Energetics, Inc.
Page 2

 Form 10-Q for the quarterly p eriod ended September 30, 2008

 Note 13.  Subsequent Events
1. We note your response to our prior comment 1 but continue to have concern that
your planned accounting treatment for the exchange of Series A Convertible
Preferred shares into the Company’ s common shares may not appropriate.

In this regard, we note from your respons e that the planned business purpose of
the exchange transaction was to significantly reduce the Company’s quarterly
preferred dividend expense.  We also  note from your response, that the
conversion of Series A Preferred sh ares into common shares by certain
shareholders in November of 2008, resulted  primarily from discussions initiated
by the Company in October 2008 with pref erred shareholders with the largest
positions in the Company’s Series A preferred stock and that other conversions which occurred resulted largely from ot her preferred sharehol ders learning of
these shareholders planned conversions.  We further note from your response that
at the time the Company negotiated these revised conversion terms, the Company
did not set a time period by which the agreem ents had to be executed to complete
the exchange transactions and the exchange offer was neither fixed for a limited period of time nor open for an unlimited period of time.  We additionally note
that based on the copies of the exchange agreements provided in connection with
your response, that all exchange agr eements with the Series A Preferred
shareholders were executed shortly afte r the negotiations were conducted with
the Series A Preferred shar eholders in October of 2008 as they are all dated
during the period ranging from Nove mber 3, 2008 through November 10, 2008.

Since all of the exchange transactions we re executed within a very short period of
time after the negotiations were conducted with the Series A Preferred
shareholders in October of 2008, it would appear that the exchange offer was
open for and completed within a very limited period.  Also, we note from your response that “the offer was neither fixed for a limited period of time nor open for an unlimited period of time”, which would a ppear to indicate that your intent was
restrictive in keeping this preferred stock exchange offer open for only a finite or
limited period of time.  In addition, we not e that the revised conversion terms of
the Series A Preferred shares appear to be significantly more favorable that the
original conversion terms of the Series A Preferred shares indicating that changed conversion terms were negotiated in or der to induce the Series A Preferred
shareholders to convert their preferred sh ares into common shares.  Furthermore,
your planned business purpose in reducing the quarterly dividend requirements is
a factor in inducing conv ersion of this security.

Given the above factors, it appears that  your proposed accounting treatment of
recording a gain or benefit on the redemption of the Seri es A Preferred shares and

Dana A. Marshall
Applied Energetics, Inc. Page 3

a corresponding benefit to arrive at ne t income (loss) available to common
shareholders may be inconsistent with th e nature of the exchange transaction.
Based on the above, we conti nue to believe that this transaction may be more
appropriately accounted for as an induced  conversion of the preferred shares,
which should be accounted for pursuant to the guidance in SFAS No. 84.  In this
regard, we suggest you carefully cons ider our concerns in assessing your
accounting treatment for the preferred stoc k exchange transactions.  Please note
that we do not believe that because the exchange transactions were individually
negotiated transactions with the Series A Preferred shareholders, as noted in your
response, provides a basis or rationale for not accounting for the exchange transactions in accordance with the guid ance in SFAS No. 84.  Please revise or
advise accordingly.

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your response to our comment.
Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

  You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Kenneth M. Wall ace, Chief Financial Officer
  (520) 622-3835