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      885-5442

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      885-5442

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    January
30, 2009

    BY FEDEX AND
EDGAR

    Jeffrey
Jaramillo, Esq.

    Division
of Corporate Finance - Mail Stop 3561

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              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. 001-1405

    Dear Sir
and Madam:

    On behalf
of Applied Energetics, Inc. (“Company”), we hereby submit the following
responses to the Staff’s comment letter dated January 23, 2009.

    Form 10-Q for the Period
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 response that the planned business purpose
      of the exchange transaction was to significantly reduce the Company’s
      quarterly preferred dividend expense.  We also note from you
      response, that the conversion of Series A Preferred shares into common
      shares by certain shareholders in November of 2008, resulted primarily
      from discussions initiated by the Company in October 2008 with preferred
      shareholders with the largest positions in the Company’s Series A
      preferred tock and that other conversions which occurred resulted largely
      from other preferred shareholders 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 agreements 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 agreements with the Series A Preferred shareholders were executed
      shortly after the negotiations were conducted with the Series A Preferred
      shareholders in October of 2008 as they are all dated during the period
      ranging from November 3, 2008 through November 10,
  2008.

      Jeffrey
Jaramillo, Esq.

      January
30, 2009

      Page
2

              Since
      all of the exchange transactions were 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 an 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
      appear 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 note that the revised conversion terms of
      the Series A Preferred shares appear to be significantly more favorable
      that the original conversion terms were negotiated in order to induce the
      Series A Preferred shareholders to convert their preferred shares into
      common shares.  Furthermore, your planned business purpose in
      reducing the quarterly dividend requirements is a factor in inducing
      conversion 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 Series A Preferred
      shares and a corresponding benefit to arrive at net income (loss)
      available to common shareholders may be inconsistent with the nature of
      the exchange transaction.  Based on the above, we continue to
      believe that this transaction may be more appropriately accounted for
      pursuant to the guidance in SFAS No. 84.  In this regard, we
      suggest you carefully consider our concerns in assessing your accounting
      treatment for the preferred stock 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
      guidance in SFAS No. 84.  Please revise or advise
      accordingly.

    The Company has reassessed its intended
accounting treatment for the exchange of preferred stock and will account for
the exchange in accordance with SFAS No. 84.  Accordingly, the Company
will record the excess of the fair value of the common stock issued in the
exchange over the fair value of the common stock issuable upon conversion of the
preferred stock pursuant to the original terms of the preferred stock as a
dividend and a charge to retained earnings, which will be added to net loss to
arrive at net loss available to common stockholders in the calculation of net
loss per share.

    Copies of
the exchange agreements are attached.

    We thank
you in advance for your assistance. If you have any questions, please do not
hesitate to contact me.

    Very
truly yours,

    /s/ Brad
L. Shiffman

    Brad L.
Shiffman