SecProbe.io

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 9070 S Rita Road, Suite 1500

 Tucson, AZ 85747

 Telephone (520) 628-7415

 December 19, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010 Attention: Erin
Purnell

 Re:
 Applied Energetics, Inc.

 Registration Statement on Form S-3 (Registration No.: 333-292156)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule
461 under the United States Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. : 333-292156) (the " Registration Statement ") of Applied
Energetics, Inc. (the " Company ").

 We respectfully request
that the Registration Statement become effective as of 4:30 p.m., Eastern time, on Tuesday, December 23, 2025, or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the United
States Securities and Exchange Commission.

 Once the Registration
Statement has been declared effective, please orally confirm that event with the undersigned by calling (520) 628-7415.

 Thank you.

 Sincerely,

 Applied Energetics, Inc.

 By:
 /s/ Mary P. O'Hara

 Name:
 Mary P. O'Hara

 Title:
 General Counsel, Chief Legal Officer and Secretary

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APPLIED ENERGETICS, INC.

9070 S Rita Road, #1500

Tucson, AZ 85747

November 17, 2021

 Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

    Re:
    Acceleration of Effective Date

    Applied Energetics, Inc./Registration on Form S-3/File No. 333-260037

Ladies and Gentlemen:

Pursuant Rule 461 of the Securities Act of 1933, as
amended (the “Act”), we hereby request acceleration of the effective date of the aforesaid Registration Statement on Form
S-3 of Applied Energetics, Inc.  We request an effective date of Friday, November 19, 2021 at 4:00 p.m. Eastern time, or as soon
thereafter as practicable.

We confirm that we are aware of our obligations under
the Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

  -  the action of the Commission or the staff, acting pursuant
to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not assert this action as a defense
in any proceeding initiated by the

Commission or any person under the federal securities laws of the United
States.

Thank you for your time and consideration in this matter.
 Please do not hesitate to contact me if you require further information or documentation regarding this matter.

    Very truly yours,

    Applied Energetics, Inc.

    By:
    /s/ Gregory J. Quarles

    Gregory J. Quarles

    President and Chief Executive Officer

    cc:
    Bradley Ecker

United States securities and exchange commission logo
October 7, 2021
Gregory J. Quarles
Chief Executive Officer
APPLIED ENERGETICS, INC.
9070 S. Rita Road, Suite 1500
Tuscon, Arizona 85747
Re:APPLIED ENERGETICS, INC.
Registration Statement on Form S-3
Filed October 5, 2021
File No. 333-260037
Dear Mr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary O'Hara

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APPLIED ENERGETICS, INC.

9070 S Rita Road, #1500

Tucson, AZ 85747

September 21, 2021

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

 Re: Acceleration of Effective Date

Applied Energetics, Inc./Registration on Form S-3/File
No. 333-259413

Ladies and Gentlemen:

Pursuant Rule 461 of the Securities Act of 1933,
we hereby request acceleration of the effective date of the Registration Statement on Form S-3 of Applied Energetics, Inc.  We request
an effective date of Thursday, September 23, 2021 at 5:00 p.m. Eastern time or as soon thereafter as practicable.

We confirm that we are aware of our obligations
under the Act.  We hereby acknowledge that:

- should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

- the action of the Commission or the staff, acting
pursuant to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

- the company may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your time and consideration in this
matter. Please do not hesitate to contact me if you require further information or documentation regarding this matter.

    Very truly yours,

    Applied Energetics, Inc.

    By:
     /s/ Gregory J. Quarles

    Gregory J. Quarles

    President and Chief Executive Officer

cc: Gregory Herbers

2

United States securities and exchange commission logo
September 15, 2021
Gregory Quarles
President and Chief Executive Officer
Applied Energetics, Inc.
9070 S. Rita Road, Suite 1500
Tucson, AZ 85747
Re:Applied Energetics, Inc.
Registrations Statement on Form S-3
Filed September 9, 2021
File No. 333-259413
Dear Mr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary O'Hara

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APPLIED ENERGETICS, INC.

9070 S Rita Road, #1500

Tucson, AZ 85747

June 21, 2021

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

    Re:

    Acceleration of Effective Date

    Applied Energetics, Inc./Registration on Form S-3/File No. 333-256976

Ladies and Gentlemen:

Pursuant Rule 461 of the Securities Act of 1933, we
hereby request acceleration of the effective date of the Registration Statement on Form S-3 of Applied Energetics, Inc.  We request
an effective date of Wednesday, June 23, 2021, at 9:00 a.m. Eastern time, or as soon thereafter as practicable.

We confirm that we are aware of our obligations under
the Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

  -  the action of the Commission or the staff, acting pursuant
to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not assert this action as a defense
in any proceeding initiated by the

Commission or any person under the federal securities laws of the United
States.

Thank you for your time and consideration in this matter.
Please do not hesitate to contact me if you require further information or documentation regarding this matter.

    Sincerely,

    Applied Energetics, Inc.

    By:
    /s/ Gregory J. Quarles

    Gregory J. Quarles

    President and Chief Executive Officer

cc: Geoff Kruczek

United States securities and exchange commission logo
June 14, 2021
Gregory Quarles
Chief Executive Officer
APPLIED ENERGETICS, INC.
9070 S. Rita Road, Suite 1500
Tucson, AZ 85747
Re:APPLIED ENERGETICS, INC.
Registration Statement on Form S-3
Filed June 10, 2021
File No. 333-256976
Dear Mr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary O'Hara

United States securities and exchange commission logo
March 24, 2021
Gregory Quarles
Chief Executive Officer
Applied Energetics, Inc.
480 W Ruthrauff Road, Suite 140Q
Tucson, AZ 85705
Re:Applied Energetics, Inc.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Filed March 18, 2021
File No. 333-231885
Dear Mr. Quarles:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, your financial
statements do not meet the updating requirements of Rule 8-08 of Regulation S-X. Therefore, we
will not perform a detailed examination of the registration statement and we will not issue
comments. We suggest that you consider filing a substantive amendment to correct the
deficiencies.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.

Sincerely,
Division of Corporation Finance
Office of Manufacturing

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APPLIED ENERGETICS, INC.

2480 W Ruthrauff Road, Suite 140Q

Tucson, AZ 85705

January 27, 2021

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

    Re:
    Acceleration of Effective Date

    Applied Energetics, Inc./Registration on Form S-1/File No. 333-252306

Ladies and Gentlemen:

Pursuant Rule 461 of the Securities Act of 1933,
we hereby request acceleration of the effective date of the Registration Statement on Form S-1 of Applied Energetics, Inc.  We
request an effective date of Friday, January 29, 2021 at 9:00 a.m. Eastern time or as soon thereafter as practicable.

We confirm that we are aware of our obligations
under the Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

  -  the action of the Commission or the staff, acting
pursuant to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not assert this action as a
defense in any proceeding initiated by the

Commission or any person under the federal securities laws of the
United States.

Thank you for your time and consideration in
this matter.  Please do not hesitate to contact me if you require further information or documentation regarding this matter.

    Very truly yours,

    Applied Energetics, Inc.

    By:
    /s/ Gregory J. Quarles

    Gregory J. Quarles

    Chief
Executive Officer

cc: Geoff Kruczek

United States securities and exchange commission logo
January 26, 2021
Gregory Quarles
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
File January 21, 2021
File No. 333-252306
Dear Mr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary O'Hara

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APPLIED ENERGETICS, INC.

2480 W Ruthrauff Road, Suite 140Q

Tucson, AZ 85705

May 7, 2020

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

Re:  Acceleration of Effective Date

    Applied Energetics, Inc./Registration on Form
S-1/File No. 333-237916

Ladies and Gentlemen:

Pursuant Rule 461 of the Securities Act of 1933,
we hereby request acceleration of the effective date of the registration statement on Form S-1 of Applied Energetics, Inc.  We
request an effective date of Friday, May 8, 2020 at 9:00 a.m. Eastern time or as soon thereafter as practicable.

We confirm that we are aware of our obligations
under the Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

  -  the action of the Commission or the staff, acting
pursuant to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not
assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

Thank
you for your time and consideration in this matter.  Please do not hesitate to contact me if you require further information
or documentation regarding this matter.

    Very truly yours,

    Applied Energetics, Inc.

    By:
    /s/ Gregory
J. Quarles

    Gregory
J. Quarles
Chief
Executive Officer

cc:  Thomas Jones

United States securities and exchange commission logo
May 5, 2020
Gregory J. Quarles
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 30, 2020
File No. 333-237916
Dear Dr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary P. O'Hara

October 10, 2019
Gregory J. Quarles
Chief Executive Officer
APPLIED ENERGETICS, INC.
2480 W Ruthrauff Road
Suite 140Q
Tuscon, Arizona 85705
Re:APPLIED ENERGETICS, INC.
Form 10-K for the Year Ended December 31, 2018
Filed April 1, 2019
File No. 001-14015
Dear Mr. Quarles:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mary P. O'Hara

September 23, 2019
Gregory J. Quarles
Chief Executive Officer
APPLIED ENERGETICS, INC.
2480 W Ruthrauff Road
Suite 140Q
Tuscon, Arizona 85705
Re:APPLIED ENERGETICS, INC.
Form 10-K for the Year Ended December 31, 2018
Filed April 1, 2019
Form 10-Q for the Period Ended June 30, 2019
Filed August 14, 2019
File No. 001-14015
Dear Mr. Quarles:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018 and
Form 10-Q for the Period Ended June 30, 2019
Exhibits 31.1 and 32.1 Certifications, page 1
1.We note that your Certifications filed in Exhibits 31.1 and 32.1 are signed by Bradford T
Adamczyk in his capacity as Principal Executive Officer.  In light of the fact that the
identity of the Principal Financial Officer is not clear from the Form 10-K please revise to
include separate certifications signed by the Principal Financial Officer, or alternatively, if
Mr. Adamczyk served as both the Principal Executive Officer and Principal Financial
Officer at that time, please revise to include both titles in the certifications to reflect his
capacity in signing the certifications.  See paragraph 31 of Item 601 of Regulation S-K
and Rules 13a-14(a) and 15d-14(a).  Similarly, we note that the certifications filed with

 FirstName LastNameGregory J. Quarles
 Comapany NameAPPLIED ENERGETICS, INC.
 September 23, 2019 Page 2
 FirstName LastName
Gregory J. Quarles
APPLIED ENERGETICS, INC.
September 23, 2019
Page 2
the Form 10-Q for the quarter ended June 30, 2019 are also only signed by Gregory J
Quarles in his capacity as Chief Executive Officer. Please revise appropriately to include
certifications of the Chief Financial Officer.  Your revisions should be made through
amended filings which should include the entire filing in addition to the revised
certifications.
            In closing, 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.
            You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at (202) 551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Mary P. O'Hara

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APPLIED ENERGETICS, INC.

2480 W Ruthrauff Road, Suite 140Q

Tucson, AZ 85705

June 19, 2019

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

 Re: Acceleration of Effective Date

Applied Energetics, Inc.

Registration on Form S-1/File No. 333-231885

Dear Sir or Madam:

Pursuant Rule 461 of the Securities Act
of 1933, we hereby request acceleration of the effective date of the registration statement on Form S-1 of Applied Energetics,
Inc.  We request an effective date of Monday, June 24, 2019 at 9:00 a.m. Eastern time or as soon thereafter as practicable.

We confirm that we are aware of our obligations
under the Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

  -  the action of the Commission or the staff,
acting pursuant to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not assert this action as
a defense in any proceeding initiated by the

Commission or any person under the federal securities laws of
the United States.

Thank you for your time and consideration
in this matter.  Please do not hesitate to contact me if you require further information or documentation regarding this matter.

    Very truly yours,

    Applied Energetics, Inc.

    By:
    /s/ Gregory J. Quarles

    Gregory J. Quarles

    Chief Executive Officer

 cc: Beverly Singleton

June 10, 2019
Gregory J. Quarles
Chief Executive Officer
Applied Energetics, Inc.
2480 W Ruthrauff Road, Suite 140Q
Tucson, Arizona 85705
Re:Applied Energetics, Inc.
Form S-1 Registration Statement
Filed May 31, 2019
File No. 333-231885
Dear Mr. Quarles:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Beverly Singleton at (202) 551-3328 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 January 25 , 2018

By E-Mail

Thomas C. Dearmin
12 Goodyear
Suite 110
Irvine, CA  92618

Re: Applied Energetics, Inc.
Preliminary Proxy Statement  filed by Bradford T. Adamczyk, Jonathan R.
    Barcklow, Thomas C. Dearmin, John E. Schultz Jr., and Oak Tree Asset
    Management Ltd.
Filed on January 18, 2018
File No. 001-14015

Dear M r. Dearmin :

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do no t
believe our comments 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 filing and the information you provide in
response to th is comment , we m ay have additional comments.

Preliminary Proxy Statement
Proposal 2 – Removal of Directors
1. We note that your proposal to remove Mr. Farley as a director is based on cause, as
required by Delaware law. Please revise your disclosure to describe the standard  by
which cause would be evaluated under Delaware law (i.e., are your allegations sufficient
to remove a director under the relevant provision of Delaware law?). Also, describe how
a determination of whether there is sufficient cause would be made  and, as suming such
determination is made by a Delaware court, the consequences to the company’s board
membership if the Delaware court determines that your allegations are insufficient to
remove Mr. Farley, assuming y ou obtain sufficient consents.

Thomas C. Dearmin
January 2 5, 2018
Page 2

Proposal 3 – Election  of Directors
2. We note your disclosure that, regardless of the result in proposal 2, your first elected
nominee will constitute Mr. Farley successor under Delaware law and the company’s
organizational documents. Please revise your disclosure to d isclose, if true, that the
election of a successor nominee in these circumstances may be effected by written
consents instead of an annua l meeting of security holders.
3. We note your disclosure on page 14 that you may introduce substitute or additional
nominees. Advise us, with a view towards revised disclosure, whether the participants are
required to identify or nominate such substitute nominees in order to comply with any
applicable company advance notice bylaw. In addition, please confirm for us that should
the participants lawfully identify or nominate substitute nominees before the meeting, the
participants will file an amended proxy statement that (1) identifies the substitute
nominees, (2) discloses whether such nominees have consented to being nam ed in the
revised proxy statement and to serve if elected and (3) includes the disclosure required by
Items 5(b) and 7 of Schedule 14A with respect to such nominees.
4. We note your disclosure on page 15 that your first -elected nominee would fix the size of
the board at three immediately upon his election and allow the security holders to elect
two other directors. With a view toward revising your proxy statement, please provide us
your analysis of whether the election of the first nominee should separated f rom the
election of the remaining nominees, given that currently the size of the board appears to
be one. Refer to Rule 14a -4(a)(3).

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstandin g any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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            November 8, 2017

Division of Corporation Finance

United States Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

    Re:

    Acceleration of Effective Date

    Applied Energetics, Inc.

    Registration on Form S-1

    File No. 333-217513

Dear Sir or Madam:

Pursuant Rule 461 of the Securities Act
of 1933, we hereby request an acceleration of the effective date of the registration statement on Form S-1 of Applied Energetics.
 We request an effective date of Monday, November 13, 2017 at 3:00 p.m. Eastern time or as soon thereafter as practicable.

We confirm that we are aware of our obligations under the
Act.  We hereby acknowledge that:

  -  should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

  -  the action of the Commission or the staff,
acting pursuant to delegated authority, in delegated authority, in declaring the filing effective, does not relieve the company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

  -  the company may not assert this action
as a defense in any proceeding initiated by the

Commission or any person under the federal securities laws
of the United States.

Thank you for your time and consideration in this matter.
 Please do not hesitate to contact me if you require further information or documentation regarding this matter.

Very truly yours,

Applied Energetics, Inc.

By: /s/ George Farley

            George
Farley

            Chief
Executive Officer

cc: John Dana Brown, Attorney Advisor

      John Stickel

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October
31, 2017

Via
EDGAR

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn:
John Stickel and John Dana Brown

Mail
Stop 3561

    Re:
    Applied Energetics, Inc.

    Amendment No. 3 to Registration Statement
    on Form S-1

    Filed September 22, 2017

    File No. 333-217513

Ladies
and Gentlemen,

This
letter is in response to the comments of the Securities and Exchange Commission to the aforementioned Registration Statement on
Form S-1/A (the “Registration Statement”) of Applied Energetics, Inc. (the “Company”) by your letter of
October 4, 2017. We are filing herewith Amendment No. 4 to the Registration Statement (the “Amendment”) in which we
have revised and supplemented the disclosure where appropriate in response to your comments.

We
are responding to each comment as noted and, for your convenience, have inserted the comment above our relevant response.

Selling
Stockholders, page 33

1.
Comment: We note your response to our prior comment 2 that Mr. Farley gifted the 20 million shares received as executive compensation
on March 23, 2016 to AnneMarieCo, LLC, a limited liability company owned by members of his family, so it appears that there are
material relationships requiring disclosure under Item 507 of Regulation S-K. Please clarify in the footnotes to the selling stockholders
table that AnneMarieCo, LLC is owned by members of Mr. Farley’s family and that the shares were acquired by gift from Mr.
Farley. For each person who has control over AnneMarieCo, LLC and who has had a material relationship with Mr. Farley, identify
each such person and describe the nature of the relationship. For further guidance refer to Item 507 of Regulation S-K andRegulation
S-K Compliance and Disclosure Interpretation 140.02, available on the Commission’s website.

Response:
The Company has supplemented the Selling Stockholders table by adding footnote 10:

“Shares
acquired by Gift. AnneMarieCo, LLC is beneficially owned by members of the family of George Farley, who gifted the shares to AnneMarieCo,
LLC. However, none of these beneficial owners share a residence with Mr. Farley. AnneMarieCo, LLC is controlled by Thomas Farley
who is a family member of Mr. Farley but does not share his residence..”

Should
the staff have any questions regarding the foregoing, please do not hesitate to contact the undersigned or our counsel, Mary P.
O’Hara, at 917-945-7473.

APPLIED
ENERGETICS, INC.

By:
/s/ George P Farley

George
P. Farley Chief Executive Officer

cc:
John Dana Brown, Attorney Advisor

John
Stickel

Mail Stop 3561
October  4, 2017

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

Re: Applied Energetics, Inc.
  Amendment No. 3  to Registration Statement on Form S -1
Filed September 22 , 2017
  File No. 333 -217513

Dear Mr. Farley:

We have reviewed your amended registration statement  and have the following
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 comments apply to your facts and
circumstanc es 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, we may have  additional comments.   Unless w e note
otherwise, our references to prior comments are to comments in our September 5 , 2017 letter.

Selling Stockholders, page 33

1. We note your response to our prior comment 2 that Mr. Farley gifted the 20 million
shares received as executive compensation  on March 23, 2016 to AnneMarieCo, LLC, a
limited liability compan y owned by members of his family, so  it appears that there are
material relationships  requiring disclosure under Item 507 of Regulation S -K.  Please
clarify in the footnotes to the selling s tockholders table that AnneMarieCo, LLC is owned
by members of Mr. Farley’s family  and that the shares were acquired by gift from Mr.
Farley.   For each person who has control over AnneMarieCo, LLC  and who ha s had a
material relationship  with Mr. Farley , identify each such person and describe the nature
of the relationship.   For further guidance refer to Item 507 of Regulation S -K and

George P. Farley
Applied Energetics , Inc.
October  4, 201 7
Page 2

 Regulation S -K Compliance and Disclosure Interpretation 140.02, available on the
Commission ’s website.

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, Esq.
Masur Griffitts + Co. LLP

Mail Stop 3561
September 5 , 2017

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

Re: Applied Energetics, Inc.
  Amendment No. 1 to Registration Statement on Form S -1
Filed August 21 , 2017
  File No. 333 -217513

Dear Mr. Farley:

We have reviewed your amended registration statement  and have the following
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 comments 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, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2017 letter.

Planned Research and Development Activities, page 9

1. We note your response to our prior comment 5 and reissue in part.  We note that your
revised disclosure indicates  that you will expand a minimum of $3.75 million over three
years on your planned research and development activities.   You will need to sell more
than 75% of securities in this offering to raise this amount of money.  Please disclose
how you plan to fund y our research and development activities if you do not raise
sufficient funds in this offering.

George P. Farley
Applied Energetics , Inc.
September 5 , 201 7
Page 2

 Security Ownership of Certain Beneficial Owners and Management, page 31

2. We note your response to our prior comment 7 and reissue in part.  Please provide the
disclosure regarding 20 million shares received as executive compensation  by Mr. Farley
in the Securities Ownership of Certain Beneficial Owners and Management section on
page 30 as required by Item 404 of Regulation S -K.  If he no longe r owns these shares or
disclosure is otherwise not required please explain.

Undertakings, page 43

3. It appears you are omitting information pursuant to Rule 430A  but have not provided the
undertaking required by Item 512(i)(1) of Regulation S -K.  Please revise or advise.

Please contact Tonya K. Aldave  at (202) 551 -3601 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, Esq.
Masur Griffitts + Co. LLP

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

October 2 , 2012

Via E -mail
Joseph C. Hayden
Principal Executive Officer
Applied Energetics, Inc.
3590 East Columbia Street
Tucson, AZ  85714

Re: Applied Energetics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 29, 2012
File No. 001-14015

Dear Mr. Hayden :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
 Special Counsel

CORRESP
1
filename1.htm

APPLIED ENERGETICS, INC.

4585 S. Palo Verde - Suite 405

Tucson, AZ 85714

October 1, 2012

Ms. Loan Lauren Nguyen

Special Counsel

Securities and Exchange Commission

Washington, D.C. 20549-0402

    Re:
    Applied Energetics, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2011

    File March 29, 2012

    File No. 001-14015

Dear Ms. Nguyen:

This letter sets forth the responses of
Applied Energetics, Inc. (we, us or the “Company”) to the comment of the staff (the “Staff”) of the Securities
and Exchange Commission with regard to the Form 10-K for the fiscal year ended December 31, 2011. The Staff’s comment was
provided to the Company in a letter dated September 27, 2012. For the convenience of the Staff, the text of the comments is reproduced
in its entirety followed by our responses.

Business, page 1

Cautionary Note Concerning Forward-Looking Statements, page
1

 1. In future filings, please remove the statement “In making these forward-looking statements, we claim the protection of
the safe-harbor for forward-looking statements contained in the Private Securities Reform Act of 1995” as the safe harbor
of Section 21E of the Exchange Act is not available to penny stock issuers.

Response:	        The Company will
not include the referenced statement in future filings.

In accordance with your letter
and comments we acknowledge the Company is responsible for the adequacy and accuracy of the disclosure in the filing, Staff comments
or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    Sincerely,

    APPLIED ENERGETICS, INC.

    /s/ Joseph Hayden

    Joseph Hayden

    President

September 26, 2012

Via Facsimile
Joseph C. Hayden
Principal Executive Officer
Applied Energetics, Inc.
3590 East Columbia Street
Tucson, AZ  85714

Re: Applied Energetics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 29, 2012
File No. 001-14015

Dear Mr. Hayden :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Business, pa ge 1

Cautionary Note Concerning Forward -Looking Statements, page 1

1. In future filings, please remove the statement “In making these forward -looking
statements, we claim the protection of the safe -harbor for forward -looking statements
contained in the Priv ate Securities Reform Act of 1995” as the safe harbor of Section 21E
of the Exchange Act is not available to penny stock issuers.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accurac y
and adequacy of the disclosures they have made.

Joseph C. Hayden
Applied Energetics, Inc.
September 26, 2012
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff c omments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact John Dana Brown  at (202) 551 -3859  or me at (202) 551 -3642 with any
questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
 Special Counsel

November 29, 2010
 Via Fax & U.S. Mail

 Mr. Joseph C. Hayden Principal Executive Officer Applied Energetics, Inc. 3590 East Columbia Street Tucson, Arizona 85714

Re: Applied Energetics, Inc.
 Form 10-K for the year ended December 31, 2009
Filed March 18, 2010
 File No. 1-14015

Dear Mr. Hayden:

We have completed our review of your Form 10-K noted above and do not, at  this time, have any
further comments.
Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

      November
16, 2010

      Ms. Linda
Cvrkel

      Branch
Chief

      Securities
and Exchange Commission

      Washington,
D.C. 20549-0402

      Dear Ms.
Cvrkel,

      This
letter sets forth the responses of Applied Energetics, Inc. (we, us or the
“Company”) to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission with regard to the Form 10-K for the fiscal year ended
December 31, 2009.  The Staff’s comments were provided to the Company
in a letter dated November 8, 2010.  For the convenience of the Staff,
the text of the comments is reproduced in its entirety followed by our
responses.

                  Results
      of Operations

                  Litigation
      Settlement and

                  Note
      1 – Organization of Business and Summary of Significant Accounting
      Policies Settlement Expenses, page
      F-8

              1. Comment:

              In
      light of the materiality of the amount of settlement expenses incurred
      during 2009, please tell us and expand your disclosure in future filings
      to indicate the nature and amounts of the costs included in settlement
      expenses in your consolidated statement of operations.  As part
      of our response and your revised disclosure, you should also explain how
      the fair value of the 2,283,887 shares issued as part of the settlement
      was determined.

              Response:

              In
      future filings, the Company will expand its disclosure in footnote 1 –
      Settlement Expenses to read as
follows:

    “Litigation
settlement expenses for 2009 were approximately $1.3 million.  This
amount represents $1,119,105 for the market value of the 2,283,887 shares issued
in settlement of the class action lawsuit filed by George Wood and Raymond
Deedon, and the derivative action filed by John T. Johnasen settled on September
29, 2009.  We valued the shares based on the closing price of the
shares on October 9, 2009, the date the shares were
issued.  Additionally, we had legal expense of $143,072 not covered by
insurance proceeds.

    Also
included in litigation settlement expenses are $50,000 in settlement of an
arbitration demand filed by eScrub Systems Inc. and $25,233 in legal expenses
incurred associated with this settlement.”

    Note 14 – Subsequent events,
page F-23

              2.
      Comment:

              We
      note your disclosures indicating that NewOak opted out of the class action
      settlement and alleges that the alleged misrepresentations constituted
      breaches of its agreement with the company and that the company breached
      warranties it made to NewOak in connection with the 2005 private
      placement.  NewOak seeks indemnification and recovery for
      alleged breach of contract, unjust enrichment, quantum meruit, fraudulent
      misrepresentation, tortuous interference with prospective economic
      relations and violation of Section 10(b) of the Exchange Act and Rule
      10b-5 promulgated thereunder, and seeks an award of monetary damages in
      excess of $10 million, plus punitive damages and attorney’s fees and
      costs.  Please note that in accordance with ASC 450-20-50-3 if
      no accrual is made for a loss contingency because one or both of the
      conditions are not met, or an exposure to loss exists in excess of the
      amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure
      of the contingency shall be made when there is at least a reasonable
      possibility that a loss or an addi-tional loss may have been
      incurred.  The disclosure shall indicate the nature of the
      contingency and shall give an estimate of the possible loss or range of
      loss or state that such an estimate cannot be made.  Please
      revise your disclosures in future filings to disclose the amount of any
      accrual for loss that has been established in connection with this pending
      litigation as well as the amount or range of potential loss to which the
      company is exposed in connection with this pending
      litiga-tion.  Refer to the disclosure requirements outlined in
      ASC 450-20-50.

              Response:

              In
      accordance with ASC 450-20-25-2[b], the Company has not established an
      accrual because a reasonable estimate of loss cannot be
      made.  In accordance with ASC 450-20-50-5, the Company will
      disclose in future filings that no accrual for loss has been established
      in connection with this pending litigation until such time a reasonable
      estimate of the loss or range of loss can be
  made.

        In accordance
with your letter and comments, we acknowledge the Company is responsible for the
adequacy and accuracy of the disclosure in the filing.  Staff comments or
changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filing; and the Company
may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

                Sincerely,

                  APPLIED
      ENERGETICS, INC.

                By:

              /s/ Humberto
      Astorga

              Humberto
      Astorga

              Chief
      Financial Officer

November 8, 2010
 Via Fax & U.S. Mail

 Mr. Joseph C. Hayden Principal Executive Officer Applied Energetics, Inc. 3590 East Columbia Street Tucson, Arizona 85714

Re: Applied Energetics, Inc.
 Form 10-K for the year ended December 31, 2009
Filed March 18, 2010
 File No. 1-14015

Dear Mr. Hayden:
 We have reviewed your filing and have th e following comments.  We think you should
revise your future filings in response to these co mments.  If you disagree, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your response.  In some  of our comments, we may ask you to provide us
with supplemental information so we may bette r understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Joseph C. Hayden Applied Energetics, Inc. November 8, 2010 Page 2

Results of Operations

Litigation Settlement, and
Note 1-Organization of Business and Su mmary of Significant Accounting Policies
Settlement Expenses, page F-8

1. In light of the materiality of the amount of settlement  expenses incurred during 2009,
please tell us and expand your disclosure in future filings to indicate the nature and
amounts of the costs included in  settlement expenses in your consolidated statement of
operations. As part of your response and your revised disclosure, you should also explain
how the fair value of the 2,283,887 shares i ssued as part of the settlement was
determined.
 Note 14-Subsequent Events, page F-23

2. We note your disclosures indica ting that NewOak opted out of the class action settlement
and alleges that the alleged misrepresentations  constituted breaches of its agreement with
the company and that the company breached wa rranties it made to NewOak in connection
with the 2005 private placement.  NewOak seeks indemnification and recovery for
alleged breach of contract, unjust en richment, quantum meruit, fraudulent
misrepresentation, tortuous interference with prospec tive economic relations and
violation of Section 10(b) of  the Exchange Act and Rule 10b-5 promulgated thereunder,
and seeks an award of monetary damages in  excess of $10 million, plus punitive damages
and attorney’s fees and costs.  Please not e that in accordance with  ASC 450-20-50-3 if no
accrual is made for a loss contingency because  one or both of the conditions are not met,
or an exposure to loss exists in excess of the amount accrued pursuant  to the provisions of
ASC 450-20-30-1, disclosure of the contingency shall be made when there is at least a
reasonable possibility that a loss or an  additional loss may have been incurred.  The
disclosure shall indicate the nature of the contingency and shall give an estimate of the
possible loss or range of loss or  state that such an estimate cannot be made.  Please revise
your disclosures in future filings to disclo se the amount of any accrual for loss that has
been established in connection with this pe nding litigation as well as  the amount or range
of potential loss to which the company is exposed in connection with this pending
litigation. Refer to the disclosure requirements outlined in ASC 450-20-50.
 Other

3. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Mr. Joseph C. Hayden Applied Energetics, Inc. November 8, 2010 Page 3

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Effie Simpson at (202)  551-3346, or the undersigned if you have
questions regarding comments on the financial statem ents and related matters.  Please contact the
undersigned with any other questions at (202) 551-3750.
Sincerely,

Linda Cvrkel Branch Chief
 Via Facsimile:  Humberto Astorga   (520) 622-3835

Mail Stop 3561

February 19, 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 completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 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

CORRESP
1
filename1.htm

    Unassociated Document

              Phone:

              (212)
      885-5442

              Fax:

              (212)
      885-5442

              Email:

              bshiffman@blankrome.com

    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

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

CORRESP
1
filename1.htm

                    Phone:

                    (212)
      885-5442

                    Fax:

                    (212)
      885-5001

                    Email:

                    BShiffman@BlankRome.com

    December
29, 2008

    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 December 19, 2008.

    Form 10-Q for the Period
ended September 30, 2008

    Note 13. Subsequent
Events

              1.

              We
      note your response to our prior comment 2, but do not believe that your
      response was fully responsive to our prior comment 2.  Based on
      your response and the disclosure on page 12 in Form 10-Q for the period
      ended September 30, 1008, we note that the negotiated exchange of
      5,051,000 shares of your common stock in exchange for the return of
      505,100 shares of your Series A Redeemable Convertible Preferred Stock
      represents a modification to the original terms of your Convertible
      Preferred Stock held by certain parties to change the initial conversion
      price of $12.00 per share to a conversion price substantially less than
      $12.00 per share.  We also note from your response that the
      Company does not believe that SFAS No. 84, was applicable to this
      modification because the Company did not offer changed conversion
      privileges only exercisable for a limited period of time, but instead
      separately negotiated redemption of the preferred shares on an individual
      basis with a limited number of holders.  We further note from
      the Company’s response that instead accounting for this exchange as an
      inducement offer pursuant to SFAS No. 84, the Company intends to account
      for this transaction as a redemption of the preferred stock pursuant to
      EITF Topic D-42, under which the Company will account for the difference
      between the fair value of the common shares issued and the carrying value
      of the preferred shares as an adjustment to the Company’s net loss to
      arrive at the net loss available to common shareholders.  We
      also note that the Company expects a benefit to result to the Company’s
      common shareholders’ from using this accounting treatment for the
      transaction.

      405
Lexington Avenue New York, NY 10174-0208

      www.BlankRome.com

      Delaware · Florida · New Jersey · New York · Ohio · Pennsylvania · Washington,
DC · Hong
Kong

        Jeffrey
Jaramillo, Esq.

        December
29, 2008

        Page
2

    Based
on your response and the disclosures included on page 12 of your Form 10-Q, we
continue 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, please
address the following  matters with respect to the exchange
transaction:

              ·

              Tell
      us and disclose in future filings the business purpose for negotiating the
      exchange transaction.  As part of your response, please indicate
      whether the Company contacted all preferred shareholders with the purpose
      of initiating negotiations for a possible exchange
      transaction.  If not, please explain how the parties to the
      exchange transaction were determined.  If these parties
      contacted the Company to initiate the exchange, please note this in your
      response.

              ·

              Please
      indicate the period of time over which the exchange transaction was to be
      completed based on the Company’s negotiations with the six stockholders
      that entered into agreements with the Company to exchange their preferred
      shares for a revised number of common shares.  Also, please
      supplementally provide us with copies of any written agreements regarding
      the exchange transactions that were entered into with the preferred
      shareholders.  Your response should also explain in further
      detail why the Company does not believe that the changed conversion
      privileges were not exercisable for only a limited period of time as you
      have noted in your response.  If the revised conversion
      privileges were exercisable for an unlimited period of time as your
      response implies, please state this in your response and in your revised
      disclosures.

    We
may have further comment upon review of your response and any related agreements
with the preferred shareholders that were parties to this
transaction.

    The
Company’s business purpose for these exchange transactions was to significantly
reduce its quarterly preferred stock dividend expense.

    During
the summer of 2008, some of the preferred stockholders had inquired if the
Company would be interested in an exchange offer, but the Company did not take
any action when first contacted by these holders.  The Company
undertook extensive internal discussions in September and October 2008 to
develop a proposal to approach preferred stockholders.  The Company
did not contact all preferred stockholders for purposes of negotiating a
possible exchange transaction.

    The
Company initiated discussions with certain preferred stockholders in October
2008.  The Company contacted a limited number of preferred
stockholders, initially those with the largest positions in the preferred
stock.  The Company reached agreements with two of these stockholders
on or about October 30, 2008 and then advised the other contacted holders of the
terms of those agreements.  Over the next few days, the Company
entered into agreements with six of the seven initially contacted
stockholders.  Approximately one week later, the Company entered into
an exchange agreement with an eighth preferred stockholder who contacted the
Company asking to exchange its preferred stock on the same terms (following the
Company’s filing of a Form 8-K announcing the
exchanges).  Approximately the same time as the eighth preferred
stockholder’s initial request to exchange its preferred stock, a ninth preferred
stockholder contacted the Company also desiring to exchange its preferred stock
but subsequently determined to retain its preferred stock.  Subsequent
to this last inquiry there has not been any request by preferred stockholders to
exchange additional preferred stock.

    The
Company’s exchange transactions were different from typical exchange
offers.  In typical exchange offers, the issuer sets the terms on
which it will induce holders to accept an exchange offer and announces that the
offer is open for acceptance for a limited period of time.  The
Company’s exchange transactions were different.  First, the Company
did not set any time period by which the agreements had to be executed, and the
offer was neither fixed for a limited period of time nor open for an unlimited
period of time.  Additionally, each exchange was a separately
negotiated transaction and, in each case, the Company and the holder entered
into exchange agreements shortly after agreeing to terms.  For the
foregoing reasons, the Company believes that accounting for the transactions as
a redemption in accordance with EITF Topic D-42 is appropriate.

    Copies of
the exchange agreements will be provided under separate cover.

      Jeffrey
Jaramillo, Esq.

      December
29, 2008

      Page
3

    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

Mail Stop 3561

December 19, 2008
 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 November 24, 2008 and have the
following comment.  Where indicated, we th ink you should revise your document in
response to this comment.  If you disagree, we  will consider your e xplanation 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 reviewing 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 co mment 2, but do not believe that your
response was fully responsive to our prior comment 2. Based on your response
and the disclosure on page 12 in Form 10-Q for the period ended September 30,
2008, we note that the negotiated exchange of 5,051,000 shares of your common stock in exchange for the return of 505,100 shares of your Series A Redeemable
Convertible Preferred stock re presents a modification to th e original terms of your
Convertible Preferred Stock held by cer tain parties to change the initial
conversion price of $12.00 per share to a conversion price substantially less than $12.00 per share.  We also note from your response that the Company does not believe that SFAS No. 84, was applicable to this modification because the Company did not offer changed conversi on privileges only exercisable for a
limited period of time, but instead sepa rately negotiated redemption of the
preferred shares on an in dividual basis with a limited number of holders.  We
further note from the Company’s respons e that instead accounting for this
exchange as an inducement offer pursuant to SFAS No.84, the Company intends to account for this transaction as a rede mption of the preferred stock pursuant to
EITF Topic D-42, under which the Company will account for the difference between the fair value of the common shar es issued and the carrying value of the
preferred shares as an adjustment to th e Company’s net loss to arrive at the net
loss available to common shareholders. We  also note that the Company expects a
benefit to result to the Company’s common shareholders’ from using this
accounting treatment for the transaction.

Based on your response and the disclosure s included on page 12 of your Form 10-
Q, we continue 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, please
address the following matters with resp ect to the exchange transaction:

• Tell us and disclose in future fili ngs the business purpose for negotiating
the exchange transaction. As part  of your response, please indicate
whether the Company contacted all preferred shareholders with the
purpose of initiating negotiations for a possible exchange transaction. If not, please explain how the parties to the exchange transaction were
determined. If these parties contacted the Company to initiate the exchange, please note this in your response.

• Please indicate the period of time ov er which the exchange transaction
was to be completed based on the Co mpany’s negotiations with the six
stockholders that entered into agreem ents with the Company to exchange

Dana A. Marshall
Applied Energetics, Inc.
Page 3

their preferred shares for a revise d number of common shares. Also,
please supplementally provide us with copies of any written agreements
regarding the exchange transactions that were entered into with the
preferred shareholders. Your response should also explain in further detail
why the Company does not believe that  the changed conversion privileges
were not exercisable for only a limited period of time as you have noted in
your response. If the revised conversi on privileges were exercisable for an
unlimited period of time as your response implies, please state this in your
response and in your revised disclosures.

We may have further comment upon revi ew of your response and any related
agreements with the preferred shareholders  that were parties to this transaction.

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

Dana A. Marshall
Applied Energetics, Inc. Page 4

CORRESP
1
filename1.htm

      Unassociated Document

              Phone:

              (212)
                885-5442

              Fax:

              (212)
                885-5001

              Email:

              BShiffman@BlankRome.com

    November
      24, 2008

    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

              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 November 12, 2008.

    Form
      10-K for the fiscal year ended December 31, 2007

    Note
      9. Stockholders Equity, page F-17

    We
      note your response to our comment 2, where you state that the Series A Preferred
      Stock is redeemable upon a change of control, which solely is within the control
      of the Company. Please elaborate as to how this change in control redemption
      provision for your series A Preferred Stock is solely within the control of
      the
      Company. Also, please provide us with the complete definition of what
      constitutes a “change in control” as stipulated in your Series A Preferred Stock
      change in control redemption provision. As part of your response, please tell
      us
      how the Company can prevent a purchaser from acquiring a majority of the voting
      power of the Company’s outstanding common stock. We may have further comment
      upon receipt of your response.

      405
        Lexington Avenue New York, NY 10174-0208

      www.BlankRome.com

      Delaware
        ·
        Florida
·
        New
        Jersey ·
        New York
·
        Ohio
·
        Pennsylvania ·
        Washington, DC ·
        Hong Kong

      Jeffrey
        Jaramillo, Esq.

      November
        24, 2008

      Page
        2

    The
      definition “Change of Control” as set forth in the Certificate of Designation
      for the Company’s Series A Redeemable Convertible Preferred Stock (the “Series A
      Preferred Stock”) is as follows:

    (i) Any
      “person” or “group” (as such terms are used in Section 13(d) of the Exchange
      Act) other than the Corporation, a subsidiary of the Corporation or
      Corporation’s subsidiary employee benefit plan, files a schedule TO or any
      schedule, form or report under the Exchange Act disclosing that such person
      or
      group has become the direct or indirect “beneficial owner” (as defined in Rules
      13d-3 under the Exchange Act) of Common Stock representing more than 50% or
      more
      of the voting power of Common Stock entitled to vote generally in election
      of
      directors of the Corporation: or

    (ii) The
      Corporation consolidates or merges with or into another person (other than
      a
      wholly owned subsidiary ); provided, however, that a transaction, where the
      holders of the Corporation’s Common Stock immediately prior to such transaction
      have, directly or indirectly more than 50% of the aggregate power of the common
      stock of the continuing or surviving corporation or transferee entitled to
      vote
      generally at the election of directors immediately after such event shall not
      be
      a Change of Control.

    (iii) The
      Corporation and/or one or more of its Subsidiaries sells, assigns, conveys,
      transfers, leases or otherwise disposes of all or substantially all of its
      assets (determined on a consolidated basis) to any person (other than to the
      Company or a wholly owned Subsidiary);

    (iv) If
      during
      any period of two consecutive years the Continuing Directors (as defined in
      Section 7(j)) cease for any reason to constitute a majority of the Board of
      Directs; or

    (v) The
      Corporation or its stockholders adopt a plan of liquidation or
      dissolution.

    “Continuing
      Directors” means, as of any date of determination, any member of the Board of
      Directors who was (1) a member of such Board of Directors on the date of the
      initial issuance of Series A Convertible Preferred Stock or (2) nominated for
      election or elected to the Board of Directors with the approval of a majority
      of
      the Continuing Directors who were members of such Board of Directors at the
      time
      of such nomination or election.

    A
      Change
      of Control under clause (i) of the definition can be prevented by the Company
      because of the ability of the Board of Directors to designate one or more series
      of preferred stock with such rights, designations, preferences and powers as
      the
      Board so determines and to issue shares of such series of preferred stock.
      The
      blank check preferred stock has been authorized by the Company’s Certificate of
      Incorporation prior to the Company’s designation and issuance of the Series A
      Preferred Stock. Following issuance of the Series A Preferred Stock, the Company
      still had authorized but undesignated shares of blank check preferred stock.
      The
      Board has the sole authority to determine the timing of the issuance and the
      terms of the preferred stock. The Board, at any time after issuance of the
      Series A Preferred Stock, can designate a series of preferred stock (the “New
      Stock”) with super-majority voting rights that trigger upon a person or group
      requiring 50% or more of the voting power of the Common Stock and provide that
      the New Stock vote together with the Common Stock as a single class. The New
      Stock would have majority voting power generally in the election of directors
      of
      the Corporation and would prevent a Change of Control for purposes of the Series
      A Preferred Stock from occurring. The Company has an employee benefit plan
      in
      place and could at any time issue shares of the New Stock to such plan.
      Accordingly, it is, and since the date of issuance of the Series A Preferred
      Stock has been, solely within the control of the Company to prevent a person
      or
      group from acquiring a majority of the voting power of the Common Stock entitled
      to voted generally in the election of directors.

      405
        Lexington Avenue New York, NY 10174-0208

      www.BlankRome.com

      Delaware
        ·
        Florida
·
        New
        Jersey ·
        New York
·
        Ohio
·
        Pennsylvania ·
        Washington, DC ·
        Hong Kong

      Jeffrey
        Jaramillo, Esq.

      November
        24, 2008

      Page
        3

    The
      occurrence of clauses (ii), (iii) and (v) of the definition of Change of Control
      is solely within the control of the Company as it occurs only upon a sale of
      the
      entire company as such a transaction requires approval of the Board of Directors
      under Delaware law (Section 251(b)).

    The
      occurrence of clause (iv) of the definition of Change of Control is solely
      within the control of the Board of Directors of the Company. It is solely within
      the Board’s power to nominate or approve the nominating of directors for
      election to the Board. The Board nominates directors for election at each
      stockholders meeting. The Board also has the ability to approve any nominee
      properly nominated by a stockholder prior to the election of such director
      by
      the stockholders, which would make such nominee a Continuing Director.
      Additionally, the Company’s Certificate of Incorporation provides for a
      staggered Board of Directors with three year terms. Therefore, a majority of
      the
      directors cannot be appointed by the stockholders at any stockholder meeting.
      The Company’s By-laws provide that the Board may increase the number of
      directors by resolution of the Board and may fill vacancies. Therefore, it
      is
      solely within the control of the Board to ensure that a majority of the
      Directors are Continuing Directors.

    Form
      10-K for the quarterly period ended September 30, 2008

    Note
      13. Subsequent Events

    We
      note the disclosure indicating that from November 3, 2008 to November 4, 2008,
      the Registrant entered into agreements with six stockholders’ to issue an
      aggregate of 5,051,000 shares of its common stock in exchange for the return
      of
      505,100 of its Series A Redeemable Convertible Preferred Stock. Please tell
      us
      and revise the notes to your financial statements in future filings to explain
      how you accounted for this transaction in your financial statements. If you
      believe the fair value of the common shares issued in this exchange transaction
      was equivalent to the fair value of the preferred shares received, please
      explain your basis or rational for this conclusion.

      405
        Lexington Avenue New York, NY 10174-0208

      www.BlankRome.com

      Delaware
        ·
        Florida
·
        New
        Jersey ·
        New York
·
        Ohio
·
        Pennsylvania ·
        Washington, DC ·
        Hong Kong

      Jeffrey
        Jaramillo, Esq.

      November
        24, 2008

      Page
        4

    We
      will
      account for this transaction as a redemption pursuant to EITF D-42, which states
      that the excess of (1) fair value of the consideration transferred to the
      holders of the preferred stock over (2) the carrying amount of the preferred
      stock will be subtracted from net earnings to arrive at net earnings available
      to common shareholders. In this instance, the carrying amount of the Series
      A
      Preferred Stock exceeded the fair value of common shares issued by the Company.
      As provided in EITF D-42 the excess of the carrying amount of the redeemed
      Series A Preferred Stock over the fair value of the consideration transferred
      will be deducted from the Company’s net loss to arrive at net loss available to
      common shareholders.

    We
      considered the inducement model addressed in EITF D-42 (based on SFAS 84) and
      found it not to be applicable because we did not offer changed conversion
      privileges only exercisable for a limited period of time. Instead, we separately
      negotiated redemption on an individual basis with a limited number of
      holders.

    The
      accounting treatment will be presented in the financial statements and notes
      thereto in our Form 10-K for the year ending December 31, 2008.

    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

      405
        Lexington Avenue New York, NY 10174-0208

      www.BlankRome.com

      Delaware
        ·
        Florida
·
        New
        Jersey ·
        New York
·
        Ohio
·
        Pennsylvania ·
        Washington, DC ·
        Hong Kong

Mail Stop 3561

November 12, 2008
 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

File No. 001-14015

Dear Mr. Marshall:

We have reviewed your response letter  dated October 6, 2008 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing 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-K for the fiscal year ended December 31, 2007
 Note 9. Stockholders Equity, page F-17

1. We note your response to our comment 2, where you state that the Series A
Preferred Stock is redeemable upon a change of control, which so lely is within the
control of the Company.  Please elaborat e as to how this change in control
redemption provision for your series A Preferred Stock is solely within the control
of the Company.  Also, please provide us with the complete definition of what constitutes a “change in cont rol” as stipulated in your  Series A Preferred Stock
change in control redemption provision.  As part of your respons e, please tell us
how the Company can prevent a purchaser from acquiring a majority of the voting
power of the Company’s outstanding co mmon stock.  We may have further
comment upon receipt of your response.
  Form 10-Q for the quarterly p eriod ended September 30, 2008

Note 13. Subsequent Events
2. We note the disclosure indicating that  from November 3, 2008 to November 4,
2008, the Registrant entered in to agreements with six st ockholders’ to issue an
aggregate of 5,051,000 shares of its common st ock in exchange for the return of
505,100 of its Series A Redeemable Convertib le Preferred Stock.  Please tell us
and revise the notes to your financial stat ements in future filings to explain how
you accounted for this transaction in your fi nancial statements.  If you believe the
fair value of the common shares issued in this exchange transaction was
equivalent to the fair value of the pref erred shares received, please explain your
basis or rational for this conclusion.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

Dana A. Marshall
Applied Energetics, Inc. Page 3

 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

CORRESP
1
filename1.htm

      Unassociated Document

    October
      6, 2008

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Securities
      and Exchange Commission

    Washington,
      D.C 20549-0402

    Dear
      Ms.
      Cvrkel,

    This
      letter sets forth the responses of Applied Energetics, Inc. (we, us or the
      “Company”) to the comments of the staff (the “Staff”) of the Securities and
      Exchange Commission with regard to the Form 10-K for the fiscal year ended
      December 31, 2007 and the Form 10-Q for the quarterly period ended June 30,
      2008. The Staff’s comments were provided to the Company in a letter dated
      September 25, 2008. For the convenience of the Staff, the text of the comments
      is reproduced in its entirety followed by our responses.

    Form
      10-K for the fiscal year ended December 31, 2007

    Note
      6. Property and Equipment, page F-16

                1.
                  COMMENT:

                We
                  noted that you have reported significant net operating losses and
                  negative
                  cash flows from operations since 2005. Also, we noted that no impairment
                  charges have been recorded for property and equipment during any
                  of the
                  periods in the three years ended December 31, 2007. Based on your
                  history
                  of losses and negative cash flows from operations, it appears that
                  pursuant to paragraph 8(e) of SFAS No. 144 an impairment test should
                  have
                  been performed for property and equipment during the year ended
                  December
                  31, 2007. In this regard, please advise us of the date of your
                  property
                  and equipment impairment test for the fiscal year ended December
                  31, 2007.
                  If no impairment test was completed during this period, please
                  explain why
                  this was not performed pursuant to paragraph 8(e) of SFAS 144.
                  Furthermore, provide us with a summary of material relevant facts,
                  assumptions, and estimates you considered in the impairment analysis
                  on an
                  individual asset group basis, and for those long lived assets,
                  for which
                  no impairment charges were taken, further explain to us why you
                  concluded
                  that no impairment of those long-lived assets was necessary for
                  the year
                  ended December 31, 2007.

                RESPONSE:

                At
                  each quarter-end we evaluate general impairment of assets.  As an
                  element of our annual business planning process conducted in October
                  and
                  November of each year we consider expected revenues and resulting
                  cash
                  flow from operations. Revenue planning is based upon actual and
                  expected
                  contract awards as the majority of our revenues are sourced from
                  Government contracts. During this process we evaluate the current
                  carrying
                  values of all long-lived assets on our books.  We compare these
                  values against business plans to determine if carrying values are
                  recoverable. In accordance with such testing at the end of the
                  third
                  quarter in 2007 this analysis resulted in the write-down of unusable
                  building, equipment and leasehold improvements at the Stennis,
                  Mississippi
                  operating facility. All useful assets at Stennis were transferred
                  either
                  to our Tucson or St. Louis locations and the remainder were either
                  sold or
                  disposed of with gain or loss to carrying values booked at quarter-end.

                Our
                  annual impairment test was performed on March 2, 2008 where we
                  determined
                  that as of December 31, 2007 the net book values of long-lived
                  assets were
                  recoverable through expected undiscounted business cash flows based
                  on
                  anticipated and actual future revenue bookings and backlog. We
                  will
                  continue to evaluate the carrying values in the future.  We evaluate
                  impairments as such circumstances warrant.

                Note
                  9. Stockholders Equity, page F-17

                2.
                  COMMENT:

                We
                  noted that you issued Redeemable Convertible Preferred Stock (the
“Series
                  A Preferred Stock”), which appears to have a redemption date other than
                  that described in page F-18. In this regard, please tell us if
                  the Series
                  A Preferred Stock is redeemable (1) at a fixed or determinable
                  price on a
                  fixed or determinable date, (2) at the option of the holder, or
                  (3) upon
                  the occurrence of an event that is not solely within the control
                  of the
                  Company. If so, please explain how you consider EITF D-98 in assessing
                  your balance sheet classification of the Series A Preferred
                  Stock.

                RESPONSE:

                The
                  Series
                  A Preferred Stock is
                  not redeemable (1) at a fixed or determinable price on a fixed
                  or
                  determinable date, (2) at the option of the holder, or (3) upon
                  the
                  occurrence of an event that is not solely within the control of
                  the
                  Company. The Series A Preferred Stock is redeemable upon a change
                  of
                  control, which solely is within the control of the Company.

                Form
                  10-Q for the quarterly period ended June 30, 2008

                Note
                  4- Securities Available for Sale, page 7

                3.
                  COMMENT:

                In
                  light of your recent history of operating losses and negative cash
                  flows
                  from operations, please revise future filings to expand your discussion
                  regarding your auction rate securities to explain why you believe
                  you have
                  the ability to hold these investments on a long-term
                  basis.

                RESPONSE:

                We
                  will in future filings expand our discussion regarding these auction
                  rate
                  securities including providing a discussion of our cash needs beyond
                  a
                  short-term basis. Please note in July 2008 we sold $100,000 of
                  our ARS at
                  par.

                We
                  believed as of June 30, 2008, according to our business plans,
                  we had
                  sufficient cash, accounts receivable, business backlog and other
                  short-term assets available to provide liquidity to operate our
                  business
                  in the normal course without selling these long-term assets through
                  calendar 2009. Additionally we have obtained the ability to leverage
                  (borrow against) such long-term assets using standard margin agreements
                  should cash needs deviate from current plans.

                4.
                  COMMENT:

                We
                  note that you refer to engaging a third party expert valuation
                  firm in
                  note 4 on page 7. In future filings please delete the reference
                  to the
                  “3rd
                  party expert valuation firm” or provide a consent from that valuation firm
                  as an exhibit to your periodic filings.

                RESPONSE:

                In
                  future filings we will either include such consent as an exhibit
                  or delete
                  such reference.

                Note
                  5. Property and Equipment, page 7

                5.
                  COMMENT:

                We
                  noted the disclosure included in Note 5 indicating that the Company
                  purchased its principal office, manufacturing, storage, and primary
                  research and development facility from Columbia Tucson, LLC at
                  a purchase
                  price of $2.2 million. We also note that Columbia Tucson, LLC is
                  owned by
                  certain of the Company’s current and former executive officers and by
                  certain of the Company’s principal shareholders. Please tell us how the
                  purchase price paid by the Company for this property compared to
                  its
                  estimated fair value at the date it was purchased. Also, if the
                  purchase
                  price paid for this property was estimated to be its estimated
                  fair value,
                  please explain in further detail how this fair value estimate was
                  determined. We may have further comments upon receipt of your
                  response.

                RESPONSE:

                During
                  the fall of 2007 the Company expressed a desire to purchase its
                  primary
                  research facility from its landlord, Columbia Tucson, LLC (a related
                  party). Initial discussions were held and expressions of interest
                  communicated by both parties in completing a fair and equitable
                  arms-length transaction.

                The
                  Company obtained two independent expert real estate valuations
                  to
                  determine the value of the target property (one paid for by the
                  Company
                  and one provided by the seller). Both firms utilized similar methods
                  of
                  valuation to arrive at an indicated range of value for the property:
                  The
                  Cost Approach (estimating the cost to replace the land and building);
                  the
                  Income Approach (estimating an annual net income based on rental
                  income);
                  and Market Approach (sales comparison). The range of value estimated
                  by
                  these two firms was from $2.4 million to $2.8 million.

                After
                  negotiations the parties determined that an equitable price for
                  the
                  transaction, which approximated fair value would be $2.2 million
                  as these
                  appraised values are inclusive of $304,000 in leasehold improvements
                  net
                  of depreciation made by the Company during the lease period, which
                  are not
                  included in the purchase price. Based upon these factors the parties
                  entered into the buy/sell
                  agreement.

                In
                  our filing we disclosed the relationship of the parties (three
                  previous
                  officers and two current officers of the Company). One of the previous
                  officers owned greater than 10% of the Company.  The
                  fair value of the real estate purchased was reasonably and objectively
                  determined, the real estate had been held by Columbia Tucson, LLC
                  for a
                  period of more than five years and was of the type that could be
                  expected
                  to appreciate in value. Columbia Tucson, LLC has no continuing
                  involvement
                  or ownership in the real estate after the sale.

                Exhibit
                  99.1

                6.
                  COMMENT:

                We
                  note the disclosure of the non-GAAP measure “EBITDA.” Please revise future
                  filings to include the disclosure required by Item 10(e)(i) C and
                  D of
                  Regulation S-K. These disclosures should include a discussion as
                  to why
                  management believed presentation of the non-GAAP measure is useful
                  to
                  investors and how the measure is used by the Company’s
                  management.

                RESPONSE:

                The
                  Company will provide the disclosure required by Item 10(e)(i) C
                  and D of
                  Regulation S-K in its future filings in which it elects to present
                  non-GAAP information, including a discussion as to why management
                  believes
                  presentation of the non-GAAP measure is useful to investors and
                  how the
                  measurement is used by the Company’s management.

    In
      accordance with your letter and comments we acknowledge the Company is
      responsible for the adequacy and accuracy of the disclosure in the filing,
      Staff
      comments or changes to disclosure in response to Staff comments do not foreclose
      the Commission from taking any action with respect to the filing; and the
      Company may not assert Staff comments as a defense in any proceeding initiated
      by the Commission or any person under the federal securities laws of the United
      States.

                Sincerely,

                Kenneth
                  Wallace

                Chief
                  Financial Officer

                Applied
                  Energetics, Inc.

Mail Stop 3561

September 25, 2008
 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

File No. 001-14015

Dear Mr. Marshall:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Dana A. Marshall
Applied Energetics, Inc.
Page 2

Form 10-K for the fiscal year ended December 31, 2007

Note 6. Property and Equipment, page F-16
1. We note that you have reported significant net operating losses and negative cash
flows from operations since 2005.  Also, we  note that no impairment charges have
been recorded for property and equipment during any of the pe riods in the three
years ended December 31, 2007.  Based on your history of losses and negative
cash flows from operations, it appears that pursuant to paragr aph 8(e) of SFAS
No. 144 an impairment test should ha ve been performed for property and
equipment during the year ended December 31, 2007.  In this regard, please advise us of the date of your property and equipment impairment test for the fiscal
year ended December 31, 2007.  If no impair ment test was completed during this
period, please explain why this was not pe rformed pursuant to paragraph 8(e) of
SFAS No. 144.  Furthermore, provide us with a summary of material relevant
facts, assumptions, and estimates you consid ered in the impairment analysis on an
individual asset group basis, and for those long lived assets, for which no
impairment charges were taken, further explain to us why you concluded that no
impairment of those long-lived assets was necessary for the year ended December 31, 2007.
 Note 9. Stockholders’ Equity, page F-17

2. We note that you issued Redeemable Conve rtible Preferred Stock (the “Series A
Preferred Stock”), which appears to ha ve a redemption date other than that
described in page F-18.  In this regard, please tell us if th e Series A Preferred
Stock is redeemable (1) at a fixed or determinable price on a fixed or
determinable date, (2) at the option of th e holder, or (3) upon the occurrence of an
event that is not solely within the cont rol of the company.  If so, please explain
how you consider EITF D-98 in assessing your  balance sheet classification of the
Series A Preferred Stock.

Form 10-Q for the quarterly period ended June 30, 2008

Note 4- Securities Available for Sale, page 7
3. In light of your recent history of opera ting losses and negative cash flows from
operations, please revise future filings to expand your discussion regarding your
auction rate securities to explain why you believe you have the ability to hold
these investments on a long-term basis.

Dana A. Marshall
Applied Energetics, Inc.
Page 3

4. We note that you refer to engaging a third pa rty expert valuation firm in note 4 on
page 7.  In future filings pleas e delete the reference to the “3rd party expert
valuation firm” or provide a consent from that valuation firm as an exhibit to your
periodic filings.
 Note 5. Property and Equipment, page 7

5. We note the disclosure included in Note 5 indicating that the Company purchased
its principal office, manufacturing, storage, and primary research and
development facility from Columbia Tucson, LLC at a purchase price of $2.2
million.  We also note that Columbia Tucson, LLC is owned by certain of the Company’s current and former executive officers and by certain of the Company’s principal sharehol ders.  Please tell us how the purchase price paid by
the Company for this property compared to its estimated fair value at the date it
was purchased.  Also, if the purchase price paid for this property was estimated to
be its estimated fair value,  please explain in further detail how this fair value
estimate was determined.  We may have  further comment upon receipt of your
response.
 Exhibit 99.1

6. We note the disclosure of the non-GAAP  measure “EBITDA.”  Please revise
future flings to include the disclosures required by Item 10(e) (i) C and D of Regulation S-K.  These disclosures s hould include a discussion as to why
management believes presentation of the non-GAAP measure is useful to investors and how the measure is used by the Company’s management.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Dana A. Marshall
Applied Energetics, Inc. Page 4

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 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

September 30, 2005
Zip+4 Code:  20549

Via Fax & U.S. Mail

Mr. Thomas C. Dearmin
Chief Executive Officer and Chief Financial Officer
Ionatron, Inc.
3590 East Columbia Street
Tucson, AZ 85714

RE: Ionatron, Inc. (the “Company”)
 Form 10-K for the year ended December 31, 2004
 File No. 1-14015

Dear Mr. Dearmin:

We have completed our review of your Form 10-K noted above and do not, at this time, have any further comments.

        S i n c e r e l y ,

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

Via facsimile:  Stephen A. McCommon, CAO
   (520) 622-3835

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                 [IONATRON LOGO]
                            3590 East Columbia Street
                                Tucson, AZ 85714
                            Telephone (520) 628-7415
                               FAX (520) 622-3835
                          Email: ionatron@ionatron.net

                                                              September 13, 2005

Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

Attention:  Ms. Linda Cvrkel

                           Ionatron, Inc. (the "Company")
                           Form 10-K for the year ended December 31, 2004
                           File No. 1-14015 (the "Form 10-K")

Dear Ms. Cvrkel:

      This letter is being submitted in response to the Staff's comment letter
dated August 31, 2005 to the Company's Form 10-K (the "Comment Letter"). We have
numbered the responses contained herein to correspond to the comments contained
in the Comment Letter.

Management's Discussion and Analysis
Results of Operations, page 12

1.    COMMENT:    Please revise to disclose results of operations for each
                  reportable segment and the company as a whole. Refer to Item
                  303(a) of Regulation S-K.

      ANSWER:     The Company will provide separate line item comparisons for
                  each reportable segment and the company as a whole, as
                  appropriate, in future filings.

Note 1 - Summary of Significant Accounting Policies

Goodwill and Indefinite Life Intangible Assets, page F-12

2.    COMMENT:    You state that you believe that that the North Star Trade name
                  is an indefinite life intangible asset. Supplementally advise
                  us and expand your disclosure regarding your basis and
                  assumptions that enabled you to reach this conclusion. As part
                  of your response, specifically discuss your consideration of
                  North Star's financial performance, and any assumptions used
                  in anticipated cash flows that will result from this trade
                  name over its indefinite life. We may have further comment
                  upon reviewing your response.

<PAGE>

Securities and Exchange Commission
Page 2
September 8, 2005

      ANSWER:     A key factor in determining that the North Star tradename
                  intangible asset has an indefinite life is the length of time
                  North Star has been in business. The Company has been in
                  business for over 15 years and has built and maintained a
                  solid reputation in the high voltage product industry via word
                  of mouth among its customer base.

                  In our calculation of the North Star acquisition value, the
                  customer list proved difficult to quantify since North Star's
                  customers are primarily derived from word of mouth and
                  referrals from existing customers. In a sense, the value
                  associated with potential customers is due, primarily, to the
                  Company's good reputation, and therefore, is embodied in the
                  tradename.

                  Management has no intention of changing the North Star core
                  name and the good reputation of the Company was a key factor
                  in its purchase. Ionatron has the ability to continue the
                  business of North Star - and intends to do so.

                  The $ 603,000 value assigned to the Tradename was determined
                  by a valuation analysis prepared by Ionatron with the
                  assistance of outside consultants in connection with the
                  acquisition of North Star. The value is based on a discount of
                  projected future cash flows. North Star is a segment of
                  Ionatron and the tradename is used in the continued promotion
                  of North Star products.

                  The Company will include the last sentence of the third
                  paragraph and the complete fourth paragraph above in future
                  filings.

Note 12 - Commitments and Contingencies

3.    COMMENT:    We note that your operating leases contain escalation clauses.
                  It is not apparent from the disclosures whether the Company's
                  policy is to straight-line rental expense in accordance with
                  paragraph 15 of SFAS 13. Expand the footnote to specifically
                  disclose, if true, this accounting treatment in view of the
                  lease terms.

      ANSWER:     The Company's policy is to straight-line rental expense
                  in accordance with paragraph 15 of SFAS 13. Expanded
                  footnote disclosure will be provided in future filings as
                  requested.

<PAGE>

Securities and Exchange Commission
Page 3
September 8, 2005

Other

4.    COMMENT:    We urge all persons who are responsible for the accuracy and
                  adequacy of the disclosure in the filings reviewed by the
                  staff to be certain that they have provided all information
                  investors require. Since the company and its management are in
                  possession of all facts relating to a company's disclosure,
                  they are responsible for the accuracy and adequacy of the
                  disclosures they have made.

                  In connection with responding to our comments, please provide,
                  in writing, a statement from the company acknowledging that

                        o     the company is responsible for the adequacy and
                              accuracy of the disclosure in the filings;

                        o     staff comments or changes to disclosure in
                              response to staff comments in the filings reviewed
                              by the staff do not foreclose the Commission from
                              taking any action with respect to the filing; and

                        o     the company may not assert staff comments as a
                              defense in any proceeding initiated by the
                              Commission or any person under the federal
                              securities laws of the United States.

      ANSWER:     The Company acknowledges that:

                        o     the company is responsible for the adequacy and
                              accuracy of the disclosure in the filings;

                        o     staff comments or changes to disclosure in
                              response to staff comments in the filings reviewed
                              by the staff do not foreclose the Commission from
                              taking any action with respect to the filing; and

                        o     the company may not assert staff comments as a
                              defense in any proceeding initiated by the
                              Commission or any person under the federal
                              securities laws of the United States.

      Please do not hesitate to contact the undersigned if you have any comments
or questions.

                                               Very truly yours,

                                               IONATRON INC.

                                               By: /s/ Stephen McCommon
                                                   -----------------------------
                                                   Stephen McCommon
                                                   Vice President of Finance and
                                                   Chief Accounting Officer

</TEXT>
</DOCUMENT>

August 31, 2005
Zip+4 Code:  20549

Via Fax & U.S. Mail

Mr. Thomas C. Dearmin
Chief Executive Officer and Chief Financial Officer
Ionatron, Inc.
3590 East Columbia Street
Tucson, AZ 85714

RE: Ionatron, Inc. (the “Company”)
 Form 10-K for the year ended December 31, 2004
 File No. 1-14015

Dear Mr. Dearmin:

Based upon an examination restricted solely to considerations of the Financial Statements, Management’s Discussion and Analysis, and Select ed Financial Data, the staff has the following
comments on the above-referenced document.  We think you should revise all future filings in response to these comments.  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
response.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond within 15 business days to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate by the Company, advise the staff of the
reason thereof.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted in electronic
form, under the label “corresp” with a copy to the staff.

Management’s Discussion and Analysis

Mr. Thomas C. Dearmin
Ionatron, Inc.
August 31, 2005
Page 2

Results of Operations, page 12

1. Please revise to disclose results of operations for each reportable segment and the company as a whole.  Refer to Item 303(a) of Regulation S-K.

Note 1-Summary of Significant Accounting Policies

Goodwill and Indefinite Life Intangible Assets, page F-12

2. You state that you believe that the North Star Trade name is an indefinite life intangible asset.  Supplementally advise us and expand your disclosure regarding your basis and
assumptions that enabled you to reach this conclusion.  As part of your response,
specifically discuss your consideration of North Star’s financial performance, and any assumptions used in anticipated cash flows that will result from this trade name over its
indefinite life.  We may have further comment upon reviewing your response.

Note 12- Commitments and Contingencies

Operating Leases, page F-23

3. We note that your operating leases contain escala tion clauses.  It is not apparent from the
disclosures whether the Company’s policy is to straight-line rental expense in accordance with paragraph 15 of SFAS 13.  Expand the footnote to specifically disclose, if true, this
accounting treatment in view of the lease terms.

Other

4. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information
investors require.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with
respect to the filing; and

Mr. Thomas C. Dearmin
Ionatron, Inc.
August 31, 2005
Page 3

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346 or, in her absence, Lyn Shenk, at (202) 551-3380, or the undersigned, at (202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.  Pleas e contact Max Webb, Assistant Director, at (202)
551-3818 with any other questions.

        S i n c e r e l y ,

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

Via facsimile:  Stephen A. McCommon, CAO
   (520) 622-3835