SecProbe.io

Mail Stop 3561
May 24, 201 7

George P. Farley
Chief Executive Officer
Applied Energetics , Inc.
2480 W Ruthrauff Road, Suite 140Q
Tucson, AZ  85705

Re: Applied Energetics , Inc .
  Registration Statement on Form  S-1
Filed  April 27, 2017
  File No. 333-217513

Dear Mr. Farley :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Please provide all applicable undertakings required by Item 512 of Regulation S -K.

2. Please note that we may have comments on the legal opinion once filed.  Please
understand that we will need adequate time to re view the opinion before effectiveness.

Prospectus Cover Page, page 2

3. Please disclose here and in the selling shareholders section on page 32 the number of
shares subject to the 180 -day lockup.

George P. Farley
Applied Energetics , Inc.
May 24, 201 7
Page 2

 4. Please update your financial statements and related disclosu res as required by Rule 8 -08
of Regulation S -X.

Planned Research and Development Activities, page 9

5. We note from your disclosure on page 5 that you have developed a comprehensive
research and development program and commenced R& D activities in April, 2017, which
is the basis for your concluding that you are no longer a shell company.  Please discuss
your plans regarding research and development in greater detail and if necessary
reconcile the costs to complete these activities with the contemplated proceeds from the
offering and other sources of financing.

Legal Proceedings, page 18

6. Please tell us if any of the shares being offered for resale by selling shareholders are
subject  to the plaintiff’s request for disgorgement under the complaint.  If so, please add
risk factor disclosure to briefly discuss this complaint and the risks related to an adverse
outcome in connection with the legal proceedings , to the extent that this may pose a
material risk to your securities,  you, or investors .

Executive Compensation, page 30

7. We note from the Schedule 13D filed on April 5, 2016 that Mr. Farley accepted delivery
of 20 million shares on March 25, 2016 in payment for providing services to  you for the
value of $20,000.  Please provide the disclosure regarding these shares as executive
compensation as required by Item 402 of Regulation S -K.  In addition, please provide the
disclosure in the Securities Ownership of Certain Beneficial Owners a nd Management
section on page 30 as required by Item 404 of Regulation S -K.  Finally, please update the
Recent Sales of Unregistered Securities section on page 40 to disclose the consultants and
individuals that received the 55 million shares of stock in e xchange for services in March
2016.   In the alternative tell us why disc losure is not required by  these provisions.

Selling Stockholders, page 32

8. We note that some selling shareholders are legal entities  and it appears that material
relationships may hav e existed between certain selling shareholders and the company .  If
any person or persons  who have control over  the legal entities listed in your selling
shareholders tabl e have had a material relationship with you or any of your predecessors
or affiliates  within the past three years , please identify such person and disclose any
material relationships between the person or persons  and the company.  Refer to Item 507
of Regulation S -K and Compliance and Disclosure Interpretation 140.02.

George P. Farley
Applied Energetics , Inc.
May 24, 201 7
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact John Stickel  at (202) 551 -3324 or me at (202) 551 -3859  with any
questions.

Sincerely,

 /s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc:  Mary P. O’Hara , Attorney at Law