SecProbe.io

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 BNB Plus Corp.
 50 Health Sciences Drive
Stony Brook, New York 11790

 December 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Re:
 BNB Plus Corp.

 Registration Statement on Form S-1

 Filed October 30, 2025, as amended

 File No. 333-291156

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, BNB Plus Corp. (the " Company ") hereby requests that the effective date of the Company's
Registration Statement on Form S-1 (File No. 333-291156) (the " Registration Statement ") be accelerated so that the
Company's Registration Statement will become effective on Monday, December 29, 2025 at 5:00 p.m. (Eastern Time), or
as soon thereafter as practicable.

 Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Schulte LLP at (212) 547-5890.

 The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 BNB PLUS CORP.

 By:
 /s/ Clay Shorrock

 Name:
 Clay Shorrock

 Title:
 Chief Executive Officer

 cc: Todd Kornfeld, McDermott Will & Schulte LLP

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

January 15, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed November 19, 2024, as amended

    File No. 333-283315

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-1 (File No. 333-283315) (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective on Friday, January 17, 2025 at 4:30 p.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

November 26, 2024
James Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-1
Filed November 19, 2024
File No. 333-283315
Dear James Hayward:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Todd Kornfeld, Esq.

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

May 24, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed April 24, 2024, as amended

    File No. 333-278890

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests (as a modification to
the Company’s prior requests submitted on May 16, 2024, May 21, 2024 and May 22, 2024) that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-278890) (the “Registration Statement”) be accelerated so that the
Company’s Registration Statement will become effective on Tuesday, May 28, 2024 at 9:00 a.m. (Eastern Time), or
as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

May 22, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed April 24, 2024, as amended

    File No. 333-278890

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests (as a modification to
the Company’s prior requests submitted on May 16, 2024 and May 21, 2024) that the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-278890) (the “Registration Statement”) be accelerated so that the Company’s
Registration Statement will become effective on Wednesday, May 22, 2024 at 5:15 p.m. (Eastern Time), or as soon thereafter
as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

May 21, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed April 24, 2024, as amended

    File No. 333-278890

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests (as a modification to
the Company’s prior request submitted on May 16, 2024) that the effective date of the Company’s Registration Statement on
Form S-1 (File No. 333-278890) (the “Registration Statement”) be accelerated so that the Company’s Registration
Statement will become effective on Tuesday, May 21, 2024 at 4:30 p.m. (Eastern Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

May 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed April 24, 2024, as amended

    File No. 333-278890

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-1 (File No. 333-278890) (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective on Monday, May 20, 2024 at 4:30 p.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

United States securities and exchange commission logo
May 2, 2024
James Hayward
Chairman, Chief Executive Officer and President
APPLIED DNA SCIENCES INC
50 Health Sciences Drive
Stony Brook, New York 11790
Re:APPLIED DNA SCIENCES INC
Registration Statement on Form S-1
Filed April 24, 2024
File No. 333-278890
Dear James Hayward:
            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 Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Todd Kornfeld

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

March 18, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed March 12, 2024, as amended

    File No. 333-277832

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-1 (File No. 333-277832) (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective on Wednesday, March 20, 2024 at 4:30 p.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Todd Kornfeld, Esq. of McDermott Will & Emery LLP at (212) 547-5890.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
    James Hayward

    Title:
    Chief Executive Officer

cc: Todd Kornfeld, McDermott Will & Emery LLP

United States securities and exchange commission logo
March 18, 2024
James Hayward, Ph.D., Sc.D.
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-1
Filed March 12, 2024
File No. 333-277832
Dear James Hayward:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Todd Kornfeld, Esq.

United States securities and exchange commission logo
June 2, 2023
Beth Jantzen
Chief Financial Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-3
Filed May 30, 2023
File No. 333-272267
Dear Beth Jantzen:
            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 Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Merrill M. Kraines, Esq.

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

June 2, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Jennie Beysolow

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-3

    Filed May 30, 2023

    File No. 333-272267

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-3 (File No. 333-272267) (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective on Tuesday, June 6, 2023 at 4:30 p.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Merrill M. Kraines, Esq. of McDermott Will & Emery LLP at (212) 547-5616.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name:
     James Hayward

    Title:
    Chief Executive Officer

cc: Merrill M. Kraines, McDermott Will & Emery LLP

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August 2, 2022

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1 (Registration No. 333-266223) -

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-266223) (the “Registration Statement”), hereby concurs in the request by Applied DNA Sciences,
Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. (Eastern Time), or as soon as
practicable thereafter, on August 4, 2022, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Securities and Exchange Commission

August 2, 2022

Page 2

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

    Name: Edward D. Silvera

    Title: Chief Operating Officer

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

August 2, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Alyssa Wall

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed July 19, 2022; amended August 1, 2022

    File No. 333-266223

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-1, as amended (File No. 333-266223) (the “Registration Statement”),
be accelerated so that the Company’s Registration Statement will become effective on Thursday, August 4, 2022 at 9:00 a.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Merrill M. Kraines, Esq. of McDermott Will & Emery LLP at (212) 547-5616.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name: James Hayward

    Title:   Chief Executive Officer

cc: Merrill M. Kraines, McDermott Will & Emery LLP

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

July 25, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Alyssa Wall

    Re:
    Applied DNA Sciences, Inc.

Registration Statement on Form S-3

Filed July 19, 2022

File No. 333-266217

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-3 (File No. 333-266217) (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective on Wednesday, July 27, at 4:30 p.m. (Eastern
Time), or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Merrill M. Kraines, Esq. of McDermott Will & Emery LLP at (212) 547-5616.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name: James Hayward

    Title:   Chief Executive Officer

cc: Merrill M. Kraines, McDermott Will & Emery LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                          July 22, 2022

       James Hayward
       Chief Executive Officer
       Applied DNA Sciences, Inc.
       50 Health Sciences Drive
       Stony Brook, New York 11790

                                                        Re: Applied DNA
Sciences, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed July 19, 2022
                                                            File No. 333-266217

       Dear Dr. Hayward:

              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 Alyssa
Wall at 202-551-8106 with any questions.

                          Sincerely,

                          Division of Corporation Finance

                          Office of Trade & Services
       cc:                                              Merrill Kraines
</TEXT>
</DOCUMENT>

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

January 29, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:	Daniel Morris

 Re: Applied DNA Sciences, Inc.

Registration Statement on Form
S-3

Filed January 21, 2021

File No. 333-252280

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that
the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-252280) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective on Tuesday, February
2, at 4:00 p.m. (Eastern Time), or as soon thereafter as practicable.

Please feel free to direct
any questions or comments concerning this request to Merrill M. Kraines, Esq. of Troutman Pepper Hamilton Sanders LLP at (201)
803-3440.

The Company understands
that the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company
that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered
by the Registration Statement.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/ James Hayward

    Name: James Hayward

    Title:   Chief Executive Officer

cc: Merrill M. Kraines, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
January 28, 2021
James Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-3
File No. 333-252280
Filed January 21, 2021
Dear Mr. Hayward:
            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 Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Merrill Kraines

United States securities and exchange commission logo
May 27, 2020
James A. Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-3
Filed May 21, 2020
File No. 333-238557
Dear Mr. Hayward:
            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 Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Merrill M. Kraines, Esq.

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

May 28, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris

 Re: Applied DNA Sciences, Inc.

Registration Statement on Form S-3

Filed May 21, 2020

File No. 333-238557

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-3 (File No. 333-238557) (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 3:00 PM, eastern time, on June 1, 2020,
or as soon as practicable thereafter.

In connection with this request, we acknowledge
to the Securities and Exchange Commission (the “Commission”) 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 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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please feel free to direct any questions or
comments concerning this request to Merrill M. Kraines, Esq. of Pepper Hamilton LLP at (212) 808-2711.

    APPLIED DNA SCIENCES, Inc.

    By:
     /s/ James A. Hayward

    Name: James A. Hayward

    Title: Chief Executive Officer

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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

November 8, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed September 18, 2019

    (File No. 333-233830)

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Applied DNA
Sciences, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the effectiveness
of the registration statement on Form S-1 (File No. 333-233830) filed with the Securities and Exchange Commission (the “Commission”)
on September 18, 2019, as amended by Pre-Effective Amendment No. 1, as filed with the Commission on October 25, 2019, Pre-Effective
Amendment No. 2, as filed with the Commission on November 1, 2019, and Pre-Effective Amendment No. 3, as filed with the Commission
on November 8, 2019 be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time, on November
12, 2019, or as soon thereafter as practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the registration statement. The Registrant hereby acknowledges
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 declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

If you have any questions
or require any additional information with respect to any of the matters discussed in this letter, please contact Merrill M. Kraines,
Esq. of Pepper Hamilton LLP, counsel to the Registrant, at (212) 808-2711.

[Signature page follows]

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:
    /s/ James A. Hayward

    James A. Hayward

    President and Chief Executive Officer

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Maxim Group LLC

November 8, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Applied DNA Sciences, Inc. (the “Company”)

Registration Statement on Form S-1, as amended

File Number: 333-233830

Ladies and Gentlemen:

Pursuant to Section 8(a) of the Securities
Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the representative of the underwriters for the
above-captioned proposed offering, join the acceleration request of the Company and hereby request acceleration of the effective
date of the above-captioned Registration Statement to 5:00 p.m., Eastern Time, on November 12, 2019, or as soon thereafter as practicable.

The following is supplemental information
supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i) Date of preliminary prospectus: November 1, 2019

 (ii) Dates of distribution: November 4, 2019 through the
date hereof.

 (iii) Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 12.

 (iv) Number of prospectuses so distributed: 315.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating underwriters and dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Sincerely,

    MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
    Executive Managing Director,

    Head of Investment Banking

CORRESP
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Maxim Group LLC

November 6, 2019

VIA EDGAR

        Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Applied DNA Sciences, Inc. (the “Company”)

Registration Statement on Form S-1, as amended

File Number: 333-233830

Ladies and Gentlemen:

Reference is made to our letter, filed as
correspondence via EDGAR on November 5, 2019, in which we, Maxim Group LLC, as representative of the underwriters of the offering,
joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for Thursday,
November 7, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company is no longer requesting that such
Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

    Sincerely,

    MAXIM GROUP LLC

    By:       /s/ Clifford Teller

    Name:  Clifford Teller

    Title:    Executive Managing Director,

                 Head of Investment Banking

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

November 6, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed September 18, 2019

    (File No. 333-233830)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with
the U.S. Securities and Exchange Commission (the “Commission”) via EDGAR on November 5, 2019, in which we requested
that the Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-233830),
as amended (the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m. Eastern
time on November 7, 2019, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw
our prior request for acceleration of the effective date of the Registration Statement.

If you have any questions
or require any additional information with respect to any of the matters discussed in this letter, please contact Merrill M. Kraines,
Esq. of Pepper Hamilton LLP, counsel to the Registrant, at (212) 808-2711.

[Signature page follows]

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:
    /s/ James A. Hayward

    James A. Hayward

    President and Chief Executive Officer

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, New York 11790

November 5, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-1

    Filed September 18, 2019

    (File No. 333-233830)

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Applied DNA
Sciences, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the effectiveness
of the registration statement on Form S-1 (File No. 333-233830) filed with the Securities and Exchange Commission (the “Commission”)
on September 18, 2019, as amended by Pre-Effective Amendment No. 1, as filed with the Commission on October 25, 2019, and Pre-Effective
Amendment No. 2, as filed with the Commission on November 1, 2019, be accelerated so that the registration statement becomes effective
at 5:00 p.m. Eastern Time, on November 7, 2019, or as soon thereafter as practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the registration statement. The Registrant hereby acknowledges
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 declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

If you have any questions
or require any additional information with respect to any of the matters discussed in this letter, please contact Merrill M. Kraines,
Esq. of Pepper Hamilton LLP, counsel to the Registrant, at (212) 808-2711.

[Signature page
follows]

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:
    /s/ James A. Hayward

    James A. Hayward

    President and Chief Executive Officer

CORRESP
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Maxim Group LLC

November 5, 2019

VIA EDGAR

        Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Applied DNA Sciences, Inc. (the “Company”)

Registration Statement on Form S-1, as amended

File Number: 333-233830

Ladies and Gentlemen:

Pursuant to Section 8(a) of the Securities
Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the representative of the underwriters for the
above-captioned proposed offering, join the acceleration request of the Company and hereby request acceleration of the effective
date of the above-captioned Registration Statement to 5:00 p.m., Eastern Time, on November 7, 2019, or as soon thereafter as practicable.

The following is supplemental information
supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i) Date of preliminary prospectus: November 1, 2019

 (ii) Dates of distribution: November 4, 2019 through the
date hereof.

 (iii) Number of prospective underwriters and selected dealers
to whom the preliminary prospectus was furnished: 12.

 (iv) Number of prospectuses so distributed: 195.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating underwriters and dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the
Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
    Executive Managing Director,

    Head of Investment Banking

September 23, 2019
James A. Hayward
Chairman, Chief Executive Officer and President
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
Re:Applied DNA Sciences, Inc.
Registration Statement on Form S-1
Filed September 18, 2019
File No. 333-233830
Dear Mr. Hayward:
            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 Dundas, Attorney Adviser, at (202) 551-3436 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Merrill M. Kraines, Esq.

CORRESP
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    Applied DNA Sciences, Inc.

    50 Health Sciences Drive

    Stony Brook, New York 11790

    (631) 240-8800

    September 28, 2017

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Dundas

Re:

Applied DNA Sciences, Inc.

Registration Statement on Form S-3

Pre-Effective Amendment No. 1 Filed September 28, 2017

File No. 333-220481

Ladies and Gentlemen:

Applied DNA Sciences, Inc. a Delaware
corporation (the “Company”), hereby requests, pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities Act”), that the effective date of the Company’s
Registration Statement on Form S-3, Registration No. 333-220481 (the “Registration Statement”), be
accelerated so that the Company’s Registration Statement will become effective, at 4:30pm Washington, D.C. time on
Monday October 2, 2017, or as soon thereafter as practicable. In this regard, the Company is aware of its obligations under
the Securities Act as they relate to the above-referenced Registration Statement and acknowledges that:

 · should the U.S. Securities and Exchange Commission (“Commission”) or its Staff (“Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert Staff comments or the declaration of the Registration Statement’s effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It would be appreciated if, as soon as the
Registration Statement is declared effective, you would so inform Merrill Kraines of Pepper Hamilton LLP at 212.808.2711.

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:  /s/	Beth Jantzen

    Name: 	 Beth Jantzen

    Title:	   Chief Financial Officer

CORRESP
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    Applied DNA Sciences, Inc.

    50 Health Sciences Drive

    Stony Brook, New York 11790

    May 24, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-3

    Filed May 22, 2017

    File No. 333-218158

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effective date
of the Company’s Registration Statement on Form S-3 (File No. 333-218158) (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 3:00 PM, eastern time, on May 26, 2017,
or as soon as thereafter as is practicable.

In connection with this request, we acknowledge
to the Securities and Exchange Commission (the “Commission”) 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 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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please feel free to direct any questions
or comments concerning this request to Merrill M. Kraines, Esq. of Pepper Hamilton LLP at (212) 808-2711.

    APPLIED DNA SCIENCES, INC.

    By:
    /s/	Beth Jantzen

    Name:   Beth Jantzen

    Title:     Chief Financial Officer

Mail Stop 3720

May 24, 2017

Beth Jantzen
Chief Financial Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY 11790

Re: Applied DNA Sciences, Inc.
  Registration Statement on Form S-3
Filed  May 22, 2017
  File No.  333-218158

Dear Ms. Jantzen :

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 Courtney Lindsay  at (202) 551 -7237  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Merrill M. Kraines
 Pepper Hamilton LLP

Mail Stop 3720
December 9 , 2016

Beth M. Jantzen
Chief Financial Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
(631) 240 -8800

Re: Applied DNA Sciences , Inc.
  Registration Statement on Form S-3
Filed  December 6 , 2016
  File No.  333-214920

Dear Ms. Jantzen :

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 Dundas, Attorney -Advisor,  at (202) 551 -3436 with any quest ions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

cc: Merrill Kraines, Esq.

CORRESP
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    Applied DNA Sciences, Inc.

    50 Health Sciences Drive

    Stony Brook, New York 11790

    (631) 240-8800

    December 12, 2016

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Dundas

Re:

Applied DNA Sciences, Inc.

Registration Statement on Form S-3

Filed December 6, 2016

File No. 333-214920

Ladies and Gentlemen:

Applied DNA Sciences, Inc. a Delaware corporation
(the “Company”), hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Securities Act”), that the effective date of the Company’s Registration Statement on Form S-3,
Registration No. 333-214920 (the “Registration Statement”), be accelerated so that the Company’s
Registration Statement will become effective, at 2:00pm Washington, D.C. time on December 13, 2016, or as soon thereafter as practicable.
In this regard, the Company is aware of its obligations under the Securities Act as they relate to the above-referenced Registration
Statement and acknowledges that:

 · should the U.S. Securities and Exchange Commission (“Commission”) or its Staff (“Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert Staff comments or the declaration of the Registration Statement’s effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It would be appreciated if, as soon as
the Registration Statement is declared effective, you would so inform Merrill Kraines of Pepper Hamilton LLP at 212.808.2711.

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:  /s/	Beth Jantzen

    Name: 	 Beth Jantzen

    Title:	   Chief Financial Officer

CORRESP
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    March 11, 2015

    Norton Rose Fulbright US LLP

    VIA EDGAR
    666 Fifth Avenue, 31st Floor

    New York, New York 10103-3198

    United States

    Gregory Dundas

    Merrill M. Kraines

    U.S. Securities and Exchange Commission

    Partner

    Division of Corporation Finance

    Direct line +1 212 318 3261

    100 F Street, N.E.

    merrill.kraines@nortonrosefulbright.com

    Washington, D.C. 20549

    Tel +1 212 318 3000

    Fax +1 212 318 3400

    nortonrosefulbright.com

 Re: Applied DNA Sciences, Inc.

Dear Mr. Dundas:

In response to an oral comment received
from the Staff by telephone, on behalf of Applied DNA Sciences, Inc. (the “Company”) we advise the Staff that
in connection with the Company’s filing of Amendment No. 1 (the “Amendment”) to the Annual Report on Form
10-K for the year ended September 30, 2014 (the “2014 Annual Report”), the Company considered whether management’s
failure to provide the disclosure required by Item 307 of Regulation S-K in the original filing of the 2014 Annual Report impacts
its conclusions regarding the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2014.

In re-evaluating the Company’s
disclosure controls and procedures in connection with the Amendment, the Company has concluded that the omission of the section
entitled “Evaluation of Disclosure Controls and Procedures” in the 2014 Annual Report was the result of an inadvertent
error and does not impact its conclusion that the Company’s disclosure controls and procedures as of September 30, 2014 were
effective.

As part of the Company’s re-evaluation
of the overall effectiveness of the Company’s disclosure controls and procedures as of September 30, 2014, the Company carefully
considered a number of factors, including: established SEC guidance on such controls and procedures; the overall design of the
Company’s disclosure controls and procedures; and the nature of this omission. We confirmed with the Company that prior to
the filing of the 2014 Annual Report, management did, in fact, perform its evaluation of the Company’s internal control over
financial reporting as of September 30, 2014 and concluded that the controls were effective.

In weighing all these factors with the
definition of disclosure controls and procedures provided in Rule 13a-15(e), management continues to believe that, notwithstanding
the omission of certain required language in Item 9A of the 2014 Annual Report, the Company’s disclosure controls and procedures
were effective for the reasons set forth in more detail below.

Rule 13a-15 requires issuers to maintain
disclosure controls and procedures and requires each issuer’s management to evaluate the effectiveness of the issuer’s
disclosure controls and procedures as of the end of each fiscal quarter. The definition in Rule 13a-15(e) provides that “disclosure
controls and procedures” are controls and procedures “designed to ensure that information required to be disclosed”
is reported accurately and in a timely fashion. In the Adopting Release for Rule 13a-15 (Certification of Disclosure, SEC Release
No. 33-8124; 34-46427, August 29, 2002), the Commission noted that Rule 13a-15 “require[s] an issuer to maintain disclosure
controls and procedures to provide reasonable assurance that the issuer is able to record, process, summarize and report the information
required in the issuer's Exchange Act reports.”

    Gregory Dundas

    U.S. Securities and Exchange Commission

    March 11, 2015

    Page 2

 The Company’s disclosure
controls and procedures are designed with a number of checks that the Company believes provide reasonable assurance that the information
required to be disclosed is reported accurately and in a timely fashion. The Company’s disclosure controls and procedures
with respect to reporting include, among other things, the following:

 · Initial drafts of the Company’s periodic reports are prepared and reviewed by the Company’s
executive officers.

 · Throughout the course of preparing and reviewing any periodic report, the Company’s executive
officers, working with outside counsel, regularly discuss and resolve comments and questions.

 · The Company prepares a rules and disclosure checklist for the periodic report.

 · The Audit Committee of the Company’s board of directors meets with the Company’s management
to review the entire periodic report and provide comments before the report is filed.

 · The Company’s outside securities counsel also reviews the periodic report, including performing
a “rules check” of the report, comparing the disclosures provided in the report to the disclosure requirements contained
in Form 10-K or Form 10-Q, as applicable, and in Regulation S-K to verify compliance with those disclosure requirements.

During the preparation of the 2014 Annual
Report, the Company followed the procedures outlined above. As a result of a clerical error (involving a revision to the disclosure
in the 2014 Annual Report to reflect the remediation of a material weakness in our disclosure controls and procedures which had
been identified and described in the Company’s Amendment No. 1 to the 2014 Annual Report and subsequent Quarterly Reports
on Form 10-Q for the fiscal quarters ended December 31, 2013 (as amended), March 31, 2014 and June 30, 2014), the disclosure required
by Item 307 of Regulation S-K was inadvertently omitted from Item 9A of the 2014 Annual Report.

The Company acknowledges the omission;
however, upon re-evaluation of the Company’s disclosure controls, each of the Company’s chief executive officer and
chief financial officer has concluded and advised us that the Company’s disclosure controls are adequate, despite the failure
in this instance to include the required disclosure.

For the reasons stated, and given the
particular facts and circumstances, management has confirmed its initial determination that, as of September 30, 2014, the Company’s
disclosure controls and procedures, as defined in Rule 13a-15(e), were effective to provide reasonable assurance that information required
to be disclosed by the Company was recorded, processed, summarized and reported within the time periods specified in the Commission’s
rules and forms.

 Sincerely yours,

/s/ Merrill M. Kraines

Merrill M. Kraines

CORRESP
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Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, NY 11790

    March 6, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Gregory Dundas

Division of Corporation Finance

    Re:
    Applied DNA Sciences, Inc.

    Registration Statement on Form S-3

    File No. 333-202432

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, Applied DNA Sciences, Inc. (the “Company”) hereby requests that the effectiveness of its Registration
Statement on Form S-3 (File No. 333-202432) be accelerated so that such Registration Statement will become effective
at 4:00 p.m., Eastern Time, on Tuesday, March 10, 2015, or as soon thereafter as practicable. In addition, the Company
hereby acknowledges 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 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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Applied DNA Sciences, Inc.

    By:
    /s/ Beth Jantzen

    Beth Jantzen

    Chief Financial Officer

April 9, 2014

Via E -mail
Mr. James A. Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY  11790

Re: Applied DNA Sciences, Inc.
 Form 10-K for the Year Ended September 30, 2013
Filed December 20, 2013
File No. 2 -90539

Dear Mr. Hayward :

We have completed our review of your filings .  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 s 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 s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
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March 26, 2014

VIA EDGAR

Mr. John Cash

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

Form 10-K for the Year Ended September 30, 2013

Filed December 20, 2013

File No. 2-90539

Dear Mr. Cash:

We have set forth below the response
of Applied DNA Sciences, Inc. (the “Company”) to the comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March
12, 2014 (the “Comment Letter”), with respect to the above-referenced Annual Report on Form 10-K (the “10-K”).

For ease of reference,
the Staff’s comments are set forth in italic type immediately before the corresponding response. Where indicated below, we
have included proposed disclosure to be included in our future filings.

Item 1. Business, page 1

Present Markets, page 6

1. We note your response to comment
one in our letter dated February 20, 2014. In future filings, for each listed Present Market, please clarify if you are currently
selling your products in that market or if you plan to do so in the near future. For example, we note your statement under “Textiles
and Apparel” that your SigNature T DNA and fiberTyping solutions “could have significant potential applications”
in this market. Similarly much of your disclosure says that your SigNature DNA “can provide” services in the markets
discussed, which makes it unclear if your products are currently in use in such markets. If you have not made any sales in a particular
market, please move that respective discussion to Future Markets. In addition, please clarify whether your products are used by
the agencies and companies discussed in this section. As currently drafted, it is unclear if you are citing certain agencies or
companies just to provide an overview of each market and the needs in each market, or if these agencies and companies actually
use your products.

Response: The Company acknowledges
the Staff’s comments and will make the changes set forth below in bold in its future filings. The disclosure included
under the headings “Homeland Security” and “Law Enforcement” in the Present Markets section of the 10-K
will be moved to the Future Markets section, or such disclosure will be updated, as applicable, in the Company’s future filings.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

Mr. John Cash

March 26, 2014

Page 2

Present Markets:

Microcircuits and other electronics

The global trade in recycled electronics
parts is enormous and growing rapidly, driven by a confluence of cost pressures, increasingly complex supply chains and the huge
growth in the amount of electronic waste sent for disposal around the world. Recycled parts, relabeled and sold as new, threaten
not only military systems but also commercial transportation systems, medical devices and systems, and the computers and networks
that run today’s financial markets and communications systems. The vast majority of counterfeits
discovered in military equipment are semiconductors, the stamp-sized silicon wafers that act as the “brains” of nearly
every type of modern electronic system. The U.S. military is a huge consumer of these tiny products; a single F-35 Joint Strike
Fighter jet is controlled by more than 2,500 semiconductors.

In 2011, the General Accounting Office
(GAO) issued, under the name of an imaginary OEM, open RFPs on the internet for electronic parts.
All of the part numbers requested were either post-production or entirely fictional. The
GAO received seven prototype parts in response to its RFP: every single one was counterfeit.
The explicit costs of counterfeits to the primes start with loss of revenue, licensing fees, and royalties, which in semiconductors
are estimated to be about 2% of TAM (Total Addressable Market) (Jack Stradley, Jack Stradley Consulting, “The Cost of Counterfeiting,”
p. 6, presentation delivered at Center for Advanced Life Cycle Engineering, Winter, 2012). In
the over $300 billion semiconductor global market for 2011 this would amount to $15 billion (IHS iSupply, “Preliminary Worldwide
Ranking of Top Twenty Suppliers of Semiconductors in 2011”). The proliferation of counterfeit
parts in the supply chain has reached endemic heights. According to the National Electronics
Distributors Association, it has become a $100 billion problem.

In a January 2013 report on a four-year
study conducted between 2005 and 2008, the U.S. Department of Commerce revealed that 39% of 387 companies encountered counterfeit
electronic components, microcircuits, or circuit boards. Some industry statistics even suggest
that counterfeit parts account for 10% of all electronic equipment sold. In fact, counterfeiters
are becoming far more adept at passing off bogus parts by leveraging the same sophisticated technologies that chip manufacturers
use to produce authentic ones. Included in the counterfeiter’s toolkit are ovens to bake
recoated parts that use material made from the shavings of the counterfeit parts. In addition,
laser equipment re-marks parts to appear as if they are coming from a specific manufacturer and with a later date code.

The Defense Logistics Agency (“DLA”),
a component of the U.S. Department of Defense, requires that defense contractors provide items that have been marked with botanically-generated
DNA produced by us or our authorized licensees. DNA marking is required on items falling within Federal Supply Class (FSC) 5962,
Electronic Microcircuits, which have been determined to be at high risk for counterfeiting. A clause at Defense Logistics Acquisition
Directive (DLAD) 52.211-9074, Deoxyribonucleic Acid (DNA) Marking on High Risk Items, is included in new solicitations and contracts
for FSC 5962 items when the item description states that the item requires DNA marking.  As of December 12, 2013, we are providing
unique DNA marks to 27 companies that sell microcircuits and other electronics to the military and other markets.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

Mr. John Cash

March 26, 2014

Page 3

Our SigNature DNA solution provides
secure, forensic, and cost-effective anti-counterfeiting, anti-piracy and identification solutions to military organizations
and other companies supplying microelectronics and similar products globally in need of securing their supply chains.

Cash-in-Transit

Cash-in-transit businesses transport
and store cash and ATM cassettes. In the U.K. alone, there is an estimated £500 billion
being transported each year, or £1.5 billion per day. The nature of this business makes
cash-in-transit an attractive target for criminals and as a result the industry invests in excess of £100 million per year
in security equipment and devices. The incidence of cash-in-transit based crime had increased
over 170% in London between 2005 and 2008, according to the Metropolitan Police. Governments
and banks today face the real challenge of staying ahead of increasingly sophisticated counterfeiting without sacrificing security
features and banknote longevity to costs. Since 2008, there have
been twenty-two instances where criminals have been convicted of crimes where SigNature DNA forensic evidence has been provided
to UK Police to assist them to secure convictions. These criminal cases have resulted in 71 offenders being convicted and receiving
sentences totaling approximately 350 years of imprisonment.

We incorporate our SigNature DNA
Markers in cash degradation inks that are used in the cash-in-transit industry. This solvent-based ink marks bank notes if
the cash box is compromised and has the ability to penetrate the bank notes rapidly and permanently. We believe our SigNature DNA
Markers are more resilient and detectable than other competing technologies.

Textiles and Apparel

Cotton classification and the authentication
of cotton geographic origin are issues of global significance, important to brand owners and to governments that must regulate
international cotton trade. We believe that our SigNature T DNA and fiberTyping solutions could have significant potential applications
for the enforcement of cotton trade quotas in the U.S. and across the globe, and for legislated quality improvement within the
industry. We believe that similar issues face the wool and other natural product industries
and have begun to introduce our products to these markets as well. In addition, our digitalDNA
system can be used to provide track and trace capability for labels on finished garments to protect against counterfeiting and
diversion.

Products containing premium Extra Long
Staple cotton, like Egyptian Giza, Peruvian and American Pima, are recognized by retailers and consumers as being the highest quality
cotton in the industry. These refined high end cottons are well regarded due to their durability and quality which, in turn, typically
commands premium pricing. According to Havocscope and the Coalition Against Counterfeiting and Piracy, the market value of counterfeit
clothing is $12 billion. In recent years, apparel accounted for 14% of the total counterfeit goods seized by U.S. agencies. Cass
Johnson, with the National Council of Textile Organizations says counterfeit fabrics cost a billion dollars every year in lost
tariffs to the US. Britain’s fashion industry is worth around $57 million to the economy, but counterfeit clothing and footwear
is estimated to cost designer brands and retailers around $5.4 billion each year.

Our SigNature T DNA anti-counterfeiting
system for DNA marking and authentication of wool and cotton fibers is currently in use by our customers. We are now marking product
in the United States and abroad to assure integrity of the textile supply chain.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

Mr. John Cash

March 26, 2014

Page 4

If you have any questions, please feel
free to contact me at 631-240-8810, or our outside counsel, Merrill M. Kraines, at 212-318-3261.

Sincerely,

Applied DNA Sciences, Inc.

/s/ Karol Kain Gray

By: Karol Kain Gray

Title: Chief Financial Officer

cc:	Merrill M. Kraines, Fulbright & Jaworski LLP (a member
firm of Norton Rose Fulbright)

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

March 12 , 2014

Via E -mail
Mr. James A. Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY  11790

Re: Applied DNA Sciences, Inc.
 Form 10-K for the Year Ended September 30, 2013
Filed December 20, 2013
Response Dated March 5, 2014
File No. 2 -90539

Dear Mr. Hayward :

We have reviewed your response dated March 5, 2014 and have the following comment .
In our comment , 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 providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment applies  to your facts and circumstances, please  tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Item 1. Business, page 1

Present Markets, page 6

1. We note your response to comment one in our letter dated February 20, 2014.  In future
filings, for each listed Present Market, please clarify if you are currently selling your
products in that market or if you plan to do so in the near future.  Fo r example, we note
your statement under “Textiles and Apparel” that your SigNature T DNA and
fiberTyping solutions “could have significant potential applications” in this market.
Similarly much of your disclosure says that your SigNature DNA “can provide”  services
in the markets discussed, which makes it unclear if your products are currently in use in
such markets.  If you have not made any sales in a particular market, please move that
respective discussion to Future Markets.  In addition, please clarify  whether your
products are used by the agencies and companies discussed in this section.  As currently

James A. Hayward
Applied DNA Sciences, Inc.
March 12 , 2014
Page 2

 drafted, it is unclear if you are citing certain agencies or companies just to provide an
overview of each market and the needs in each market, or if the se agencies and
companies a ctually use your p roducts.

You may contact David Korvin, Staff Attor ney, at (202) 551 -3236 or Erin Jaskot, Staff
Attorney, at (202) 551 -3442 if you have  questions  regarding this comment .

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

March 5, 2014

VIA EDGAR

Mr. John Cash

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Applied DNA Sciences, Inc.

Form 10-K for the Year Ended September 30, 2013

Filed December 20, 2013

File No. 2-90539

Dear Mr. Cash:

We have set
forth below the response of Applied DNA Sciences, Inc. (the “Company”) to the comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated February 20, 2014 (the “Comment Letter”), with respect to the
above-referenced Annual Report on Form 10-K (the “10-K”).

For ease of reference,
each of the Staff’s comments is set forth in italic type immediately before the corresponding response. Where indicated below,
we have included proposed disclosure to be included in our future filings.

Item 1. Business,
page 1

Present
Markets, page
6

1. In
future filings,
please
describe
the principal products
or services
you provide
within each
of the markets
discussed in this
section. As currently
drafted, the disclosure
appears to be an
overview of
the markets
generally,
but your
specific position
within such markets
is unclear.
Refer to Item
101(h)(4)(i)
of Regulation
S-K.

Response: The Company acknowledges the
Staff’s comment and will make the changes set forth below in bold in its future filings. The Company wishes to respectfully
point out to the Staff where it believes it already complies with the Staff’s comment to indicate the principal products
or services provided in each market and has underlined the existing language.

Present Markets:

Microcircuits and other electronics

The global trade in recycled electronics parts
is enormous and growing rapidly, driven by a confluence of cost pressures, increasingly complex supply chains and the huge growth
in the amount of electronic waste sent for disposal around the world. Recycled parts, relabeled and sold as new, threaten not only
military systems but also commercial transportation systems, medical devices and systems, and the computers and networks that run
today’s financial markets and communications systems. The vast majority of counterfeits discovered
in military equipment are semiconductors, the stamp-sized silicon wafers that act as the “brains” of nearly every type
of modern electronic system. The U.S. military is a huge consumer of these tiny products; a single F-35 Joint Strike Fighter jet
is controlled by more than 2,500 semiconductors.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

In 2011, the General Accounting Office (GAO)
issued, under the name of an imaginary OEM, open RFPs on the internet for electronic parts. All of the part numbers requested were
either post-production or entirely fictional. The GAO received seven prototype parts in response to its RFP: every single one
was counterfeit. The explicit costs of counterfeits to the primes start with loss of revenue, licensing fees, and royalties,
which in semiconductors are estimated to be about 2% of TAM (Total Addressable Market) (Jack Stradley, Jack Stradley Consulting,
“The Cost of Counterfeiting,” p. 6, presentation delivered at Center for Advanced Life Cycle Engineering, Winter, 2012).
In the over $300 billion semiconductor global market for 2011 this would amount to $15 billion (IHS iSupply, “Preliminary
Worldwide Ranking of Top Twenty Suppliers of Semiconductors in 2011”). The proliferation of counterfeit parts in the supply
chain has reached endemic heights. According to the National Electronics Distributors Association, it has become a $100 billion
problem.

In a January 2013 report on a four-year study
conducted between 2005 and 2008, the U.S. Department of Commerce revealed that 39% of 387 companies encountered counterfeit electronic
components, microcircuits, or circuit boards. Some industry statistics even suggest that counterfeit parts account for 10% of all
electronic equipment sold. In fact, counterfeiters are becoming far more adept at passing off bogus parts by leveraging the same
sophisticated technologies that chip manufacturers use to produce authentic ones. Included in the counterfeiter’s toolkit
are ovens to bake recoated parts that use material made from the shavings of the counterfeit parts. In addition, laser equipment
re-marks parts to appear as if they are coming from a specific manufacturer and with a later date code.

(http://www.embeddedintel.com/special_features.php?article=1496)

Our SigNature DNA marks are used in this
market to deter counterfeits and offer authentication of goods.

Homeland Security

The U.S. military is facing the challenge of
the increasing intrusion of counterfeit electronics and other parts into its supply lines. This problem is not limited to electronics.
Foreign suppliers using substandard materials could be producing rivets, bolts and screws that hold together everything from missile
casings to ship ladders. The explosion of counterfeit parts is being driven by an expanding global economy and an emphasis on low-price
contracting — both of which come as the U.S. Department of Defense is relying more heavily on older platforms, with parts
that are becoming obsolete. The global semiconductor market has been estimated to be as large as $300 billion per year, all subject
to the risks of counterfeiting. The US Department of Defense is estimated to spend $4 billion per year in the semiconductor market.

On September 9, 2010, Homeland Security Newswire
published an article “Fake chips from China threaten U.S. military systems” in which a U.S. Chamber of Commerce estimate
finds that the global market for counterfeit electronics may be as large as $10 billion. While these references include daunting
statistics, the underlying problem has not changed because there was no satisfactory technological solution. Senate hearings in
November 2011 revealed the discovery of over 1,800 incidents, totaling over 1 million parts, of counterfeit electronic parts in
the defense supply chain. According to the semiconductor industry, counterfeiting results in a $7.5 billion loss in revenue annually
as well as a loss of 11,000 U.S. jobs.

DNA-marking, using our Signature DNA marks,
protects the consumer, the government and our service men and women. The manufacturers can ensure that only properly screened,
original product goes to users. The same DNA marking can then protect the manufacturers themselves in the form of returned product
which they must replace or repair. Broadly applicable, DNA marking could be disseminated as industry best practices and military
standards.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

The Defense Logistics Agency (“DLA”),
a component of the U.S. Department of Defense, has launched a new requirement that defense contractors provide items that have
been marked with botanically-generated DNA produced by us or our authorized licensees. DNA marking must begin on items falling
within Federal Supply Class (FSC) 5962, Electronic Microcircuits, which have been determined to be at high risk for counterfeiting.
A new clause at Defense Logistics Acquisition Directive (DLAD) 52.211-9074, Deoxyribonucleic Acid (DNA) Marking on High Risk Items,
will be included in new solicitations and contracts for FSC 5962 items when the item description states that the item requires
DNA marking.

Our SigNature DNA solution can provide secure,
forensic, and cost-effective anti-counterfeiting, anti-piracy and identification solutions to military organizations and other
companies supplying microelectronics and similar products globally in need of securing their supply chains.

Cash-in-Transit

Cash-in-transit businesses transport
and store cash and ATM cassettes. In the U.K. alone, there is an estimated £500 billion being transported each year, or £1.5
billion per day. The nature of this business makes cash-in-transit an attractive target for criminals and as a result the industry
invests in excess of £100 million per year in security equipment and devices. The incidence of cash-in-transit based crime
had increased over 170% in London between 2005 and 2008, according to the Metropolitan Police. Governments and banks today face
the real challenge of staying ahead of increasingly sophisticated counterfeiting without sacrificing security features and banknote
longevity to costs. Since 2008, there have been twenty-two instances where criminals have been convicted
of crimes where SigNature DNA forensic evidence has been provided to UK Police to assist them to secure convictions. These
criminal cases have resulted in 71 offenders being convicted and receiving sentences totaling approximately 350 years of imprisonment.

We are able to incorporate our SigNature
DNA Markers in cash degradation inks that are used in the cash-in-transit industry. This solvent-based ink marks bank notes if
the cash box is compromised and has the ability to penetrate the bank notes rapidly and permanently. We believe our SigNature DNA
Markers are more resilient and detectable than other competing technologies.

Textiles and Apparel

Cotton classification and the authentication
of cotton geographic origin are issues of global significance, important to brand owners and to governments that must regulate
international cotton trade. We believe that our SigNature T DNA and fiberTyping solutions could have significant potential applications
for the enforcement of cotton trade quotas in the U.S. and across the globe, and for legislated quality improvement within the
industry. We believe that similar issues face the wool and other natural product industries and have begun to introduce
our products to these markets as well. In addition, our digitalDNA system can be used to provide track and trace capability for
labels on finished garments to protect against counterfeiting and diversion.

Products containing premium Extra Long Staple
cotton, like Egyptian Giza, Peruvian and American Pima, are recognized by retailers and consumers as being the highest quality
cotton in the industry. These refined high end cottons are well regarded due to their durability and quality which, in turn, typically
commands premium pricing. According to Havocscope and the Coalition Against Counterfeiting and Piracy, the market value of counterfeit
clothing is $12 billion. In recent years, apparel accounted for 14% of the total counterfeit goods seized by U.S. agencies. Cass
Johnson, with the National Council of Textile Organizations says counterfeit fabrics cost a billion dollars every year in lost
tariffs to the US. Britain’s fashion industry is worth around $57 million to the economy, but counterfeit clothing and footwear
is estimated to cost designer brands and retailers around $5.4 billion each year.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

Law Enforcement

Law enforcement organizations are always seeking
a system they can use which will provide absolute proof of authentication. Specifically developed for covert operations, DNANet
products form an invisible coating when applied to skin, plastics, metals, glass, wood and fabric.

Forensic marking
uses technology to code valuables at risk of theft to mark burglars, linking them directly with a crime scene. Over the years,
authorities have found it difficult to obtain convictions of thieves in possession of suspected stolen property unless the true
owner can be identified. We believe that DNANet enhances law enforcement effectiveness by providing forensic quality
evidence. Applied DNA Sciences, Inc. is working with the UK Metropolitan Police Service (MPS) by providing its proprietary DNANet
property marking kits as part of a major initiative to reduce crime in targeted London neighborhoods.

Distribution of
our Products and Commercial
Agreements,
page
10

2. We
note disclosure of
your
agreements
with 3SI Security
Systems and one
of the four largest
American
defense
contractors. Please
tell us whether
these agreements
are material
contracts
pursuant to
Item 601(b)(10)
of Regulation
S-K and,
if so, please
file these agreements
with your
next Exchange
Act report.
Alternatively,
please
tell us why you
believe
you are
not required
to file such agreements.

Response: The
Company believes that the agreements with 3SI Security Systems (“3SI”) and one of the four largest American defense
contractors do not constitute material contracts as they were made in the ordinary course of the Company’s business and were
not material in amount. Pursuant to such agreements, the Company supplies DNA markers to 3SI and the defense contractor to be incorporated
into such companies’ products. The Company supplies DNA markers to a host of companies for incorporation into their products.

Signatures,
page
76

3. In
future filings,
please
ensure that
your controller
or principal accounting
officer signs
the Form 10-K.
Refer to General
Instruction
D to Form
10-K.

Response: The
Company acknowledges the Staff’s comment and will include “principal accounting officer” next to Karol Kain Gray’s
name on the signature page in future filings. The Company notes that Ms. Gray is also the principal financial officer.

The Company acknowledges 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.

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

If you have any questions, please
feel free to contact me at 631-240-8810, or our outside counsel, Merrill M. Kraines, at 212-318-3261.

    Sincerely,

    Applied DNA Sciences, Inc.

    /s/ Karol Kain Gray

    By: Karol Kain Gray

    Title: Chief Financial Officer

Cc: Merrill M. Kraines, Fulbright &
Jaworski LLP (a member firm of Norton Rose Fulbright)

    50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240-8811 • fax 631 240-8900

February 20, 2014

Via E -mail
Mr. James A. Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY  11790

Re: Applied DNA Sciences, Inc.
 Form 10-K for the Year Ended September 30, 2013
Filed December 20, 2013
File No. 2 -90539

Dear Mr. Hayward :

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 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 circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Item 1. Business, page 1

Present Markets, page 6

1. In future filings, please describe the principal products or services you provide within
each of the markets discussed in this section.  As currently drafted, the disclosure appears
to be an overview of the markets generally, but your specific position within such
markets is unclea r.  Refer to Item 101(h)(4)(i) of Regulation S -K.

Distribution of our Products and Commercial Agreements, page 10

2. We note disclosure of your agreements with 3SI Security Systems and one of the four
largest American defense contractors.  Please tell us wh ether these agreements are
material contracts pursuant to Item 601(b)(10) of Regulation S -K and, if so, please file
these agreements with your next Exchange Act report.  Alternatively, please tell us why
you believe you are not required to file such agreem ents.

James A. Hayward
Applied DNA Sciences, Inc.
February 20, 2014
Page 2

Signatures, page 76

3. In future filings, please ensure that your controller or principal accounting officer signs
the Form 10 -K.  Refer to General Instruction D to Form 10 -K.

We urge all persons who are responsible for the accuracy and adequacy of t he disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble 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 accuracy
and adequacy of t he discl osures they have made.

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 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.

You may contact David Korvin, Staff Attor ney, at (202) 551 -3236 or Erin Jaskot, Staff
Attorney, at (202) 551 -3442 if you have  questions  regarding these comments .

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

August 11, 2011
Via E-Mail
Kurt H. Jensen Chief Financial Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 215 Stony Brook, New York  11790
Re: Applied DNA Sciences, Inc.
 Form 10-K for the Fiscal Year ended September 30, 2010
Filed December 15, 2010  Amendment No. 1 to Form 10-K for the Fiscal Year ended  September 30, 2010 Filed July 25, 2011 File No. 2-90539

Dear Mr. Jensen:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Nudrat Salik       FOR
        J a y  I n g r a m
Legal Branch Chief
Cc: Via Email

 Merrill M. Kraines, Esq.  Fulbright & Jaworski L.L.P.  666 Fifth Avenue  New York, New York 10103-3198

CORRESP
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    t71092_corresp.htm

July 7, 2011

VIA EDGAR

Jay Ingram

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C., 20549

Re:

Applied DNA Sciences, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2010

Filed December 15, 2010

File No. 002-90539

Dear Mr. Ingram:

We have set forth below the response of Applied DNA Science, Inc. (the “Company”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 22, 2011 (the “Comment Letter”), with respect to the above-referenced Annual Report on Form 10-K (the “10-K”).

For ease of reference, each of the Staff’s comments is set forth in italic type immediately before the corresponding response.  Where indicated below, we have included proposed disclosure to be included in our future filings.

Forward-Looking Information, page 1

1.

We note disclosure that certain statements are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Please note that the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 does not apply to penny stock issuers. In future filings, please revise this section to eliminate references to these safe harbors.

Response:

The Company acknowledges the Staff’s comment and will remove all references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 in future filings.

Item 1. Business, page 1

2.

Please include your sources and availability of raw materials and the names of your principal suppliers and the duration of your patents and trademarks pursuant to Item 101(h)(4)(v) and (vii) of Regulation S-K.

25 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 444.8090 • fax 631 444.8848

Response:

In future filings, the Company intends to provide the following disclosure regarding the sources and availability of our raw materials and names of our principal suppliers:

“Raw Materials and Suppliers

Our sources of raw materials include botanical sources of DNA that are readily available in nature, which we are able to replicate in house to use in our product offerings.  In general, our customers provide their materials to us in their own packaging to which we include our DNA products and return to them in their own packaging.   In addition, Printcolor Screen Ltd. supplies the ink for our Cashield products, and SKS Bottle & Packaging supplies us with the plastic bottles used in packaging our DNANet sprays and liquids.”

In future filings, the Company intends to provide the following disclosure regarding the duration of our patents and trademarks:

“Our patents will expire at various times between 2012 and 2024.

The duration of our trademark registrations varies from country to country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.”

Overview, page 1

3.

Please clearly disclose the products you are currently selling and the products you intend to sell in the future.

Response:

In future filings and to the extent still true, the Company intends to provide the following disclosure in the Overview section of Item 1 of Part I regarding the products we are currently selling and products we intend to sell in the future:

“We are currently selling our SigNature DNA, DNANet and BioMaterial GenoTyping products and services and intend to sell our Cashield product in the future.”

Item 10. Directors, Executive Officers and Corporate Governance, page 35

4.

Please briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director pursuant to Item 401(e) of Regulation S-K.

Response:

In future filings, the Company will include the information requested in the biographical descriptions of each of its directors contained in Item 10 of Part III.  For your convenience, the revised disclosure (changes marked) reads as follows:

“Chief Executive Officer – James A. Hayward

Dr. James A. Hayward has been our Chief Executive Officer since March 17, 2006 and our President and the Chairman of the Board of Directors since June 12, 2007.  He was previously our acting Chief Executive Officer since October 5, 2005.  Dr. Hayward received his Ph.D. in Molecular Biology from the State University of New York at Stony Brook in 1983 and an honorary Doctor of Science from the same institution in 2000.  His experience with public companies began with the co-founding of one of England’s first biotechnology companies–Biocompatibles.  Following this, Dr. Hayward was Head of Product Development for the Estee Lauder companies for five years.  In 1990 he founded The Collaborative Group, a provider of products and services to the biotechnology, pharmaceutical and consumer-product industries based in Stony Brook, where he served as Chairman, President and Chief Executive Officer for 14 years.  During this period, The Collaborative Group created several businesses, including The Collaborative BioAlliance, a contract developer and manufacturer of human gene products, that was sold to Dow Chemical in 2002, and Collaborative Labs, a service provider and manufacturer of ingredients for skincare and dermatology that was sold to Engelhard (now BASF) in 2004. Since 2000, Dr. Hayward has been a General Partner of Double D Venture Fund, a venture capital firm based in New York, New York.  Our Board believes that Dr. Hayward’s current role as our Chief Executive Officer, the capital investments he has made to the Company throughout his tenure with us and his former senior executive positions in our industry make him an important contributor to our Board.

Director – Yacov Shamash

Dr. Yacov Shamash has been a member of the Board of Directors since March 17, 2006.  Dr. Shamash is Vice President of Economic Development at the State University of New York at Stony Brook. Since 1992, he has been the Dean of Engineering and Applied Sciences and the Harriman School for Management and Policy at the University, and Founder of the New York State Center for Excellence in Wireless Technologies at the University.  Dr. Shamash developed and directed the NSF Industry/University Cooperative Research Center for the Design of Analog/Digital Integrated Circuits from 1989 to 1992 and also served as Chairman of the Electrical and Computer Engineering Department at Washington State University from 1985 until 1992.  Dr. Shamash also serves on the Board of Directors of Keytronic Corp., Netsmart Technologies, Inc., American Medical Alert Corp., and Softheon Corp.  As Vice President of Economic Development at the State University of New York at Stony Brook, Dr. Shamash daily encounters leaders of businesses large and small, regional and global in their reach and, as a member of our Board, has played an integral role in our business development by providing the highest-level introductions to customers, channels to market and to the media.  Dr. Shamash also brings to our Board his valuable experience gained from serving as a director at other private and public companies. Our Board believes that Dr. Shamash’s professional and management experience, service on other companies’ boards and education make him an important contributor to our Board.

Director – Sanford R. Simon

Dr. Sanford R. Simon has been a member of the Board of Directors since March 17, 2006.  Dr. Simon has been a Professor of Biochemistry, Cell Biology and Pathology at Stony Brook since 1997.  He joined the faculty at Stony Brook as an Assistant Professor in 1969 and was promoted to Associate Professor with tenure in 1975.  Dr. Simon was a member of the Board of Directors of The Collaborative Group from 1995 to 2004.  From 1967 to 1969 Dr. Simon was a Guest Investigator at Rockefeller University.  Dr. Simon received a B.A. in Zoology and Chemistry from Columbia University in 1963, a Ph.D. in Biochemistry from Rockefeller University in 1967, and studied as a postdoctoral fellow with Nobel Prize winner Max Perutz in Cambridge, England.  Dr. Simon is an expert at the use of large biomolecules in commercial media, and we have made use of his expertise in formulating DNA into commercial carriers for specific customers. As a member of our Board, Dr. Simon has advised us on patents, provided technical advice, and introduced us to corporate partners and customers.  Our Board believes that Dr. Simon’s professional experience, expertise, and education make him an important contributor to our Board.”

5.

Please provide the Compensation Committee Interlocks and Insider Participation information required pursuant to Item 407(e)(4) of Regulation S-K

Response:

The Company respectfully advises the Staff that the Company did not provide the disclosure required by Item 407(e)(4) because, pursuant to Item 407(g)(2), as a “smaller reporting company,” Item 407(e)(4) is not applicable to us.

Exhibit Index, page 47

6.

We note disclosure of your agreement with Huddersfield and District Textile Training Company Limited on page 12. Please file this as a material agreement or tell us why you are not required to do so.

Response:

The Company will include the agreement with Huddersfield and District Textile Training Company Limited as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.

Exhibits 32.1 and 32.2

7.

We note that the Exhibit 32.1 and 32.2 certifications refer to the fiscal year ended September 30, 2009. Please file a full 10-K amendment, including new certifications that contain the correct date.

Response:

The Company acknowledges the Staff’s comment and will include new Exhibit 32.1 and 32.2 certifications with the correct date in a Form 10-K/A for the fiscal year ended September 30, 2010 that we will file after we receive clearance from the Staff.

The Company acknowledges 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.

If you have any questions, please feel free to contact me at 631-444-6841, or our outside counsel, Merrill Kraines, at 212-318-3261.

Sincerely,

Applied DNA Sciences, Inc.

/s/ Kurt H. Jensen

By:   Kurt H. Jensen

Title: Chief Financial Officer

cc:           Merrill Kraines, Fulbright & Jaworski L.L.P.

June 22, 2011
Via E-Mail
Kurt H. Jensen Chief Financial Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 215
Stony Brook, NY  11790

Re: Applied DNA Sciences, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2010
Filed December 15, 2010 File No. 002-90539

Dear Mr. Jensen:
 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 better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Forward-Looking Information, page 1

1. We note disclosure that certa in statements are forward looking statements within the
meaning of Section 27A of th e Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Please note that th e Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange  Act of 1934 does not apply to penny stock
issuers.  In future filings, please revise this section to eliminate refe rences to these safe
harbors.
 Item 1. Business, page 1

2. Please include your sources and availability of raw materials and the names of your
principal suppliers and the dur ation of your patents and tr ademarks pursuant to Item
101(h)(4)(v) and (vii) of Regulation S-K.

Kurt H. Jensen Applied DNA Sciences, Inc. June 22, 2011 Page 2

 Overview, page 1

3. Please clearly disclose the products you are currently selling and the products you intend
to sell in the future.
 Item 10.  Directors, Executive Officer s and Corporate Governance, page 35

4. Please briefly discuss the specific experience, qua lifications, attributes or skills that led to
the conclusion that the person should serve as  a director pursuant  to Item 401(e) of
Regulation S-K.

5. Please provide the Compensation Committee Interlocks and Insi der Participation
information required pursuant to It em 407(e)(4) of Regulation S-K.

Exhibit Index, page 47

6. We note disclosure of your agreement with Huddersfield and Distri ct Textile Training
Company Limited on page 12.  Please file this as a material agreement or tell us why you
are not required to do so.
Exhibits 32.1 and 32.2

7. We note that the Exhibit 32.1 and 32.2 certificat ions refer to the fiscal year ended
September 30, 2009.  Please file a full 10-K amendment, including new certifications that contain the correct date.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written 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.

Kurt H. Jensen Applied DNA Sciences, Inc. June 22, 2011 Page 3

 Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me
at (202) 551-3397 with any questions.
Sincerely,
   /s/ Jay Ingram   Jay Ingram
Legal Branch Chief
 cc. via email to Merrill M. Kraines   Fulbright & Jaworski L.L.P.

CORRESP
1
filename1.htm

    t63191_corresp.htm

      Fulbright
& Jaworski L.L.P.

        A
Registered Limited Liability Partnership

        666 Fifth
Avenue, 31st Floor

        New York,
New York 10103-3198

        www.fulbright.com

                  mkraines@fulbright.com

                  direct
      dial:  (212) 318-3261

                  telephone: (212)
      318-3000

                  facsimile: (212)
      318-3400

      July 3,
2008

      VIA
EDGAR AND FEDERAL EXPRESS

      Mr.
Jeffrey P. Riedler

      Assistant
Director

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Mail Stop
3561

      Washington,
D.C.  20549-3561

                Re:

                Applied
      DNA Sciences, Inc.

                Amendment
      No. 10 to

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

                File No. 333-122848

      Dear Mr.
Riedler:

      On behalf
of Applied DNA Sciences, Inc. (the “Company”), in
response to the Staff’s comment letter dated June 24, 2008 (the “Comment Letter”) in
connection with Amendment No. 10 (“Amendment No. 10”) to
the Company’s above-referenced Registration Statement on Form SB-2 on Form S-1
(the “Registration
Statement”), we hereby submit proposed changes to Amendment No. 10 and
supplemental information for your review.

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

      FORM S-l

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

      Critical Accounting
Policies, page 14

      Equity Issued with
Registration Rights

        Mr.
Jeffrey P. Riedler

        U.S.
Securities and Exchange Commission

        Division
of Corporation Finance

        July 3,
2008

        Page
2

                1.

                Please
      refer to prior comment one.  We acknowledge your proposed new
      disclosure.  Please expand your disclosure to discuss the
      specific methods and key assumptions used to estimate this obligation,
      particularly the factors that caused you to increase this obligation by
      $7,725,585 in 2007.  Provide us a calculation of how you derived
      the increase in the liability.  Also, as previously requested,
      include all disclosure required by paragraph 12 of EITF 00-19-2, such as
      the events or circumstances that would require you to transfer
      consideration under this arrangement.

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

                Notes to Consolidated
      Financial Statements

                Note D-Private
      Placement of Convertible Notes

                Revaluation of Warrant
      Liability, page F-21

                2.

                Please
      refer to prior comment six.  We do not understand how paragraph
      Example 7 of A14 of FSP EITF 00-19-2 supports your reclassification of the
      cumulative fair value of the warrants and cumulative reported
      gains.  The accrual of your liquidating damage appears to
      indicate that Example 7 is not applicable to you.  Please
      provide an expanded explanation of your basis for this accounting
      treatment.  In particular, tell us the specific factors that you
      considered in concluding that payments related to registration rights for
      these warrants were not probable and that apart from the registration
      rights arrangement, these warrants would otherwise have been classified as
      equity instruments in accordance with other applicable GAAP for all
      periods.

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

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

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

          Mr.
Jeffrey P. Riedler

          U.S.
Securities and Exchange Commission

          Division
of Corporation Finance

          July 3,
2008

          Page
3

                •

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

                •

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

                •

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

                •

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

                •

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

                •

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

                •

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

                •

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

                •

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

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

      Mr.
Jeffrey P. Riedler

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      July 3,
2008

      Page
4

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

                Very
      truly yours,

                Merrill
      M. Kraines

      Enclosures

                cc:

                Mr.
      John Krug, Senior Staff Attorney

                Mary
      Mast, Senior Accountant

                Amy
      Bruckner, Staff Accountant

                James
      A. Hayward, Applied DNA Sciences, Inc.

      EXHIBIT
A

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

        Product
Research and Development

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

        Acquisition
of Plant and Equipment and Other Assets

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

        Number
of Employees

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

        Critical
Accounting Policies

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

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

        The
accounting policies identified as critical are as follows:

                  ·

                  Equity
      issued with registration rights;

                  ·

                  Revenue
      recognition;

                  ·

                  Allowance
      for Doubtful Accounts;

                  ·

                  Warrant
      liability; and

                  ·

                  Fair
      value of intangible assets.

        Equity
Issued with Registration Rights

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

            14

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

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

Mail Stop 6010      June 24, 2008            James A. Hayward, Ph.D., Sc.D. Chief Executive Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 113 Stoney Brook, New York 11790
 Re: Applied DNA Sciences, Inc.
  Registration Statement on Form S-1
  Amendment no. 10 filed June 16, 2008
  File No. 333-122848

Dear Dr. Hayward:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

FORM S-1

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

Critical Accounting Policies, page 14

Equity Issued with Registration Rights
 1. Please refer to prior comment one. We acknowledge your proposed new disclosure. Please expand your disclosure to discuss the specific methods and key
assumptions used to estimate this obligation, particularly the factors that caused

Dr. James A. Hayward
Applied DNA Sciences, Inc. June 24, 2008 Page 2
you to increase this obligation by $7,725,585 in 2007. Provide us a calculation of
how you derived the increase in the liabil ity.  Also, as previously requested,
include all disclosure required by para graph 12 of EITF 00-19-2, such as the
events or circumstances that would re quire you to transfer consideration under
this arrangement.
 Notes to Consolidated Financial Statements

Note D-Private Placement of Convertible Notes
 Revaluation of Warrant Liability, page F-21

 2. Please refer to prior comment six. We do not understand how paragraph Example
7 of A14 of FSP EITF 00-19-2 supports your reclassification of the cumulative fair value of the warrants and cumula tive reported gains. The accrual of your
liquidating damage appears to  indicate that Example 7 is not applicable to you.
Please provide an expanded explanat ion of your basis for this accounting
treatment. In particular, tell us the specific factors that  you considered in
concluding that payments related to registration rights for these warrants were not probable and that apart from the regist ration rights arrangement, these warrants
would otherwise have been classified as  equity instruments in accordance with
other applicable GAAP for all periods.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.
  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 all in formation required under
the Securities Act of 1933 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 company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Dr. James A. Hayward
Applied DNA Sciences, Inc. June 24, 2008 Page 3
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to 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 staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact Franklin Wyman at ( 202) 551-3660 or Mary Mast at (202) 551-
3613 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at
(202) 551-3675, or me at (202) 551-3715 with any other questions.          S i n c e r e l y ,            J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Merrill Kraines, Esquire  Fulbright & Jaworski L.L.P.  666 Fifth Avenue  New York, New York 10103

Dr. James A. Hayward
Applied DNA Sciences, Inc. June 24, 2008 Page 4

Mail Stop 6010      May 15, 2008            James A. Hayward, Ph.D., Sc.D. Chief Executive Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 113 Stoney Brook, New York 11790
 Re: Applied DNA Sciences, Inc.
  Registration Statement on Form S-1
  Amendment no. 9 filed April 21, 2008
  File No. 333-122848

Dear Dr. Hayward:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

FORM S-1

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

Critical Accounting Policies, page 14

Equity Issued with Registration Rights

1. As disclosed in Note C, you have accrued for registration rights liquidated damages in accordance with EITF 00-19-2. However, while you refer to this technical guidance in your discussion  of your accounting policy for Warrant

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 2
Liability, you do not discuss it with respec t to your accountin g policy for Equity
Issued with Registration Rights. Please expand your disclosure to discuss the methods and key assumptions used to es timate this obligation. In particular,
explain how you computed the 2007 in crease in this obligation by $7,725,585.
Also, include all disclosure required by paragraph 12 of EITF 00-19-2, such as the
events or circumstances that would re quire you to transfer consideration under
this arrangement and any settlement alternatives.

Revenue Recognition

2. You recognize revenue from testing contra cts to “provide for a profit margin
relative to the testing performed,” estimating actual labor and other costs for this testing process based on your historical experience. Please e xpand your disclosure
to provide the following information.

• Describe all deliverables and corres ponding payments to be received
under your testing contracts.
• Given your recent transition to an operating company, describe how you
estimate actual labor and other costs in the absence of historical experience.

• We do not understand your terminology “provide for a profit margin
relative to the testing performed.” Provi de a more specific definition of the
terms, profit margin and testing performed.
• Describe how you estimate profit margin and quantify the estimated profit margins for testing contracts init iated in 2007 and expected in 2008.

• Describe how you determine the level of testing performed.
• Tell us why you believe your revenue recognition complies with Staff
Accounting Bulletin 104.

 Commercial Agreements and Dist ribution of our Products, page 27

 3. Please expand the discussion pertaining to the Supima Cotton Agreement to indicate the aggregate dollar amount of  the payments you received for the
feasibility study and the curre nt status of such study.
 4. Please file the Supima agreement as an e xhibit or provide a detailed analysis of
why the agreement does not have to be filed.  We may have additional comments.

Selling Stockholders, page 49

 5.        Please expand the discussion to id entify the natural person(s) with investment
or voting control over  the securities owned by the non- natural persons listed in this
section.

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 3

 Notes to Consolidated Financial Statements

 Note D – Private Placement of Convertible Notes

 Revaluation of Warrant Liability, page F-21

 6.   In 2006 and 2007, you recorded ga ins of $16.8 million and $1.3 million,
respectively, in revaluing your debt derivative and warrant  liabilities. In
September 2007, you reclassified the warrant liabilities to equity  resulting from
the exchange of the remaining secured convertible promissory notes for common
stock. We were unable to understand certain amounts in your financial statements that relate to these transactions. Please provide us with the following
supplemental information supporting your accounting for these transactions.

• Provide a roll forward of the debt derivative and warrant liability that relates
the net gains in revaluation of debt derivatives and warrant liabilities to
changes in the corresponding liability.
• Your reclassification of the fair value of warrants resulted in a net credit to
stockholders’ equity of $4,146,482, reflec ting increases of $34.9 million in
the accumulated deficit and $39.1 million in additional paid in capital.
Explain your basis for th is accounting treatment and how you determined
these amounts.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.
  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 all in formation required under
the Securities Act of 1933 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 company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 4

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to 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 staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact Franklin Wyman at ( 202) 551-3660 or Mary Mast at (202) 551-
3613 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at
(202) 551-3675, or me at (202) 551-3715 with any other questions.          S i n c e r e l y ,            J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Merrill Kraines, Esquire  Fulbright & Jaworski L.L.P.  666 Fifth Avenue  New York, New York 10103

Dr. James A. Hayward
Applied DNA Sciences, Inc. May 15, 2008 Page 5

Mail Stop 6010       March 18, 2008    Mr. James A. Hayward Chief Executive Officer Applied DNA Sciences, Inc. 25 Health Sciences Drive, Suite 113 Stony Brook, New York 11790

 Re: Applied DNA Sciences, Inc.
Form 10KSB for the fiscal year ended September 30, 2005 Form 10KSB/A for the fiscal year ended September 30, 2006
Filed March 3, 2008 File No. 2-90539
 Dear Mr. Hayward:   We have completed our review of th e referenced Forms 10KSB and 10KSB/A
and have no further comments at this time.

        S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
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    t61849_corresp.htm

        Fulbright & Jaworski L.L.P.

        A
Registered Limited Liability Partnership

        666 Fifth
Avenue, 31st Floor

        New York,
New York 10103-3198

        www.fulbright.com

                  mkraines@fulbright.com

                  telephone:

                (212)
      318-3000

                  direct
      dial:  (212) 318-3261

                  facsimile:

                (212)
      318-3400

      February
29, 2008

      VIA
EDGAR AND FEDERAL EXPRESS

      Mr.
Jeffrey P. Riedler

      Assistant
Director

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Mail Stop
3561

      Washington,
D.C.  20549-3561

                Re:

                Applied
      DNA Sciences, Inc.

                Registration
      Statement on Form SB-2

                Filed
      January 15, 2005

                File No. 333-122848

      Dear Mr.
Riedler:

        On behalf
of Applied DNA Sciences, Inc. (the “Company”), in
response to the Staff’s comment letter dated October 10, 2007 (the “Comment Letter”) in
connection with Amendment No. 8 to the Company’s above-referenced Registration
Statement on Form SB-2 (the “Registration
Statement”), we hereby submit Amendment No. 1 to the Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2006, Amendment No. 1 to the
Quarterly Report on Form 10-QSB for the period ended June 30, 2007 and Amendment
No. 2 to the Quarterly Report on Form 10-QSB for the period ended June 30, 2006,
in each case both a clean and a marked copy against the prior filing, which
reflect proposed changes with respect to these reports in response to the
comment and review process in connection with the filing of the Registration
Statement.  We do not intend to file an Amendment No. 9 to the
Registration Statement until the Company’s responses to the Comment Letter have
been approved.  We hope this approach is satisfactory.

        All
responses to the comments set forth in this letter are submitted on behalf of
the Company at its request.  All responses to the accounting comments
were prepared by the Company in consultation with its independent
auditors.  The following numbered paragraphs repeat the comments in
the Comment Letter for your convenience, followed by the Company’s responses to
those comments.

        Mr.
Jeffrey P. Riedler

        U.S.
Securities and Exchange Commission

        Division
of Corporation Finance

        February
29, 2008

        Page
2

      Amendment No. 8 to
Registration Statement on Form SB-2

      General

                1.

                We
      acknowledge your response to comment 1. Please amend your registration
      statement on Form SB-2 to reflect the revisions resulting from our comment
      letters dated 5/1/06; 12/13/06; 1/25/07; 3/13/07; 5/24/07; and 8/28/07, as
      applicable. Additionally, please refer to Item 310(g) of Regulation S-B
      and provide updated audited financial statements for the years ended
      September 30, 2006 and 2005, as well as unaudited interim financial
      statements and related information for the period ended June 30,
      2007.

                Response:  The
      Company has reviewed Item 310(g) of Regulation S-B and we agree to update
      the financial statements in our amended registration statement for the
      years ended September 30, 2007 and 2006, as well as include unaudited
      financial statements for the three-month period ended Decmber 31, 2007,
      prior to requesting effectiveness.

                Notes to Condensed
      Consolidated Financial Information

                Note I — Restatement
      of Quarterly Financial Statements, page F-45

                2.

                We
      acknowledge your response to comment 2. Please amend your June 30, 2007
      Form 10-QSB to reflect the revised restatement information as presented to
      us in your letters furnished via EDGAR on July 9, 2007 and September 26,
      2007.

                Response:  Amendment
      No. 1 to the Company’s Form 10-Q for the period ended June 30, 2007
      is being furnished herewith to provide the requested
      information.

                Note J – Restatement
      of June 30, 2005 Quarterly Financial Statements, page
      F-48

                3.

                We
      acknowledge your response to comment 3. Please amend your June 30, 2006
      Form 10-QSB to reflect the revised restatement information as presented to
      us in your letter furnished via EDGAR on July 9, 2007.

                Response:  Amendment
      No. 2 to the Company’s Form 10-Q for the period ended June 30, 2006
      is being furnished herewith to provide the requested
      information.

                Notes to (Audited)
      Consolidated Financial Statements (Restated)

                Note M – Restatement
      of Financial Statements, page F-91

                3.

                We
      acknowledge your response to comment 4. Please amend your September 30,
      2006 Form 10-KSB to reflect the revised restatement information as
      presented to us in your letter furnished via EDGAR on July 9,
      2007.

                Response:  Amendment
      No. 1 to the Company’s Form 10-KSB for the period ended September 30, 2007
      is being furnished herewith to provide the requested
      information.

          - 2 -

        Mr.
Jeffrey P. Riedler

        U.S.
Securities and Exchange Commission

        Division
of Corporation Finance

        February
29, 2008

        Page
3

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

                Very
      truly yours,

              /s/ Merrill
      M. Kraines

                Merrill
      M. Kraines

      Enclosures

                cc:

                Mr.
      John Krug, Senior Staff Attorney

                Mary
      Mast, Senior Accountant

                Amy
      Bruckner, Staff Accountant

                James
      A. Hayward, Applied DNA Sciences,
Inc.

      - 3
-

CORRESP
1
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    t61170_corresp.htm

      Fulbright
        & Jaworski L.L.P.

      A
        Registered Limited Liability Partnership

      666
        Fifth
        Avenue, 31st Floor

      New
        York,
        New York 10103-3198

      www.fulbright.com

                mkraines@fulbright.com

                telephone: (212)
                  318-3000

                direct
                  dial:  (212) 318-3261

                facsimile: (212)
                  318-3400

      December
        3, 2007

      VIA
        EDGAR AND FEDERAL EXPRESS

      Mr.
        Jeffrey P. Riedler

      Assistant
        Director

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      100
        F
        Street, N.E.

      Mail
        Stop
        3561

      Washington,
        D.C.  20549-3561

                Re:

                Applied
                  DNA Sciences, Inc.

                Registration
                  Statement on Form SB-2

                Filed
                  January 15, 2005

                File
                  No. 333-122848

      Dear
        Mr.
        Riedler:

      On
        behalf
        of Applied DNA Sciences, Inc. (the “Company”), in response to the Staff’s
        comment letter dated October 10, 2007 (the “Comment Letter”) in
        connection with Amendment No. 8 to the Company’s above-referenced Registration
        Statement on Form SB-2 (the “Registration Statement”), we hereby submit
        proposed changes to the financial statements for your review.  We do
        not intend to file an Amendment No. 9 to the Registration Statement until
        the
        Company’s responses to the Comment Letter have been approved.  We hope
        this approach is satisfactory.

      All
        responses to the comments set forth in this letter are submitted on behalf
        of
        the Company at its request.  All responses to the accounting comments
        were prepared by the Company in consultation with its independent
        auditors.  The following numbered paragraphs repeat the comments in
        the Comment Letter for your convenience, followed by the Company’s responses to
        those comments.  We are providing drafts of Amendment No. 1 to the
        Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006,
        Amendment No. 1 to the Quarterly Report on Form 10-QSB for the period ended
        June
        30, 2007 and Amendment No. 2 to the Quarterly Report on Form 10-QSB for the
        period ended June 30, 2006, in each case both a clean and a marked copy against
        the prior filing, which reflect proposed final changes made by the Company
        in
        response to the comment and review process in connection with the filing
        of the
        Registration Statement.

                Austin
                  ·
                  Beijing
                  ·
                  Dallas
                  ·
                  Denver
                  ·
                  Dubai
                  ·
                  Hong
                  Kong ·
                  Houston ·
                  London ·
                  Los Angeles ·
                  Minneapolis

                Munich
                  ·
                  New
                  York ·
                  Riyadh ·
                  San Antonio ·
                  St. Louis
                  ·
                  Washington DC

        Mr.
          Jeffrey P. Riedler

        U.S.
          Securities and Exchange Commission

        Division
          of Corporation Finance

        December
          3, 2007

        Page
          2

      Amendment
        No. 8 to Registration Statement on Form SB-2

      General

                  1.

                  We
                    acknowledge your response to comment 1. Please amend your registration
                    statement on Form SB-2 to reflect the revisions resulting from
                    our comment
                    letters dated 5/1/06; 12/13/06; 1/25/07; 3/13/07; 5/24/07; and
                    8/28/07, as
                    applicable. Additionally, please refer to Item 310(g) of Regulation
                    S-B
                    and provide updated audited financial statements for the years
                    ended
                    September 30, 2006 and 2005, as well as unaudited interim financial
                    statements and related information for the period ended June
                    30,
                    2007.

                  Response:  The
                    Company has reviewed Item 310(g) of Regulation S-B and we agree
                    to update
                    the financial statements in our amended registration statements
                    for the
                    years ended September 30, 2006 and 2005, as well as include unaudited
                    financial statements for the nine-month period ended June 30,
                    2007, prior
                    to requesting effectiveness.

Notes
          to Condensed Consolidated Financial Information

      Note
        I
— Restatement of Quarterly Financial Statements, page F-45

                2.

                We
                  acknowledge your response to comment 2. Please amend your June
                  30, 2007
                  Form 10-QSB to reflect the revised restatement information as presented
                  to
                  us in your letters furnished via EDGAR on July 9, 2007 and September
                  26,
                  2007.

                Response:  A
                  draft of Amendment No. 1 to the Company’s Form 10-Q for the period ended
                  June 30, 2007 is being furnished herewith to provide the requested
                  information.

      Note
        J
– Restatement of June 30, 2006 Quarterly Financial Statements, page
        F-48

                2.

                We
                  acknowledge your response to comment 3. Please amend your June
                  30, 2006
                  Form 10-QSB to reflect the revised restatement information as presented
                  to
                  us in your letter furnished via EDGAR on July 9, 2007.

                Response:  A
                  draft of Amendment No. 2 to the Company’s Form 10-Q for the period ended
                  June 30, 2006 is being furnished herewith to provide the requested
                  information.

      Notes
        to (Audited) Consolidated Financial Statements (Restated)

      Note
        M
– Restatement of Financial Statements, page F-91

                3.

                We
                  acknowledge your response to comment 4. Please amend your September
                  30,
                  2006 Form 10-KSB to reflect the revised restatement information
                  as
                  presented to us in your letter furnished via EDGAR on July 9,
                  2007.

                Response:  A
                  draft of Amendment No. 1 to the Company’s Form 10-KSB for the period ended
                  September 30, 2007 is being furnished herewith to provide the requested
                  information.

          -
            2 -

        Mr.
          Jeffrey P. Riedler

        U.S.
          Securities and Exchange Commission

        Division
          of Corporation Finance

        December
          3, 2007

        Page
          3

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

                Very
                  truly yours,

              /s/
                Merrill M. Kraines

                Merrill
                  M. Kraines

      Enclosures

                cc:

                Mr.
                  John Krug, Senior Staff Attorney

                Mary
                  Mast, Senior Accountant

                Amy
                  Bruckner, Staff Accountant

                James
                  A. Hayward, Applied DNA Sciences,
                  Inc.

      -
        3
        -

Mail Stop 6010 Via Facsimile and U.S. Mail

October 10, 2007
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
 Amendment No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
September 26, 2007 and have the following commen ts.  Where indicated, we think you should
revise your documents in response to these comme nts.  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 e xplanation. After review ing 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.

Amendment No. 8 to Registration Statement on Form SB-2

General
 1. We acknowledge your response to comment 1. Please amend your registration statement
on Form SB-2 to reflect the revisions resu lting from our comment letters dated 5/1/06;
12/13/06; 1/25/07; 3/13/07; 5/24/ 07; and 8/28/07, as applicab le. Additionally, please refer
to Item 310(g) of Regulation S-B and provide  updated audited financial statements for

Mr. James Hayward
Applied DNA Sciences, Inc.
October 10, 2007
Page 2

the years ended September 30, 2006 and 2005, as  well as unaudited interim financial
statements and related informati on for the period ended June 30, 2007.
 Notes to Condensed Consolidated Financial Information

 Note I – Restatement of Quarterly Financial Statements, page F-45

 2. We acknowledge your response to comment 2. Please amend your June 30, 2007 Form
10-QSB to reflect the revised restatement info rmation as presented to us in your letters
furnished via EDGAR on July 9, 2007 and September 26, 2007.
 Note J- Restatement of June 30, 2005 Quar terly Financial Statements, page F-48

 3. We acknowledge your response to comment 3. Please amend your June 30, 2006 Form
10-QSB to reflect the revised restatement info rmation as presented to us in your letter
furnished via EDGAR on July 9, 2007.
 Notes to (Audited) Consolidated Financial Statements (Restated)

 Note M – Restatement of Financial Statements, page F-91

 4. We acknowledge your response to comment 4. Please amend your September 30, 2006
Form 10-KSB to reflect the revised restatemen t information as presented to us in your
letter furnished via EDGAR on July 9, 2007.

* * * * *
   As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cove r letters greatly facilita te our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. James Hayward
Applied DNA Sciences, Inc.
October 10, 2007
Page 3

You may contact Amy Bruckner,  Senior Staff Accountant, at (202) 551-3657 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613  if you have questions regarding comments on
the financial statements and related matters.  Pl ease contact John Krug, Seni or Staff Attorney, at
(202) 551-3682 or me at (202) 551- 3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r     cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

CORRESP
1
filename1.htm

    corresp.htm

    Fulbright
      & Jaworski l.l.p.

    A
      Registered Limited Liability Partnership

    666
      Fifth
      Avenue, 31st Floor

    New
      York,
      New York 10103-3198

    www.fulbright.com

              mkraines@fulbright.com

              direct
                dial:  (212) 318-3261

              telephone:

              facsimile:

              (212)
                318-3000

              (212)
                318-3400

    September
      25, 2007

    VIA
      EDGAR AND FEDERAL EXPRESS

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C.  20549-3561

              Re:

              Applied
                DNA Sciences, Inc.

              Registration
                Statement on Form SB-2

              Filed
                January 15, 2005

              File
                No.
                333-122848

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Applied DNA Sciences, Inc. (the “Company”), in response to the Staff’s
      comment letter dated August 28, 2007 (the “Comment Letter”) in connection
      with Amendment No. 8 to the Company’s above-referenced Registration Statement on
      Form SB-2 (the “Registration Statement”), we hereby submit proposed
      changes to the financial statements for your review.

    All
      responses to the comments set forth in this letter are submitted on behalf
      of
      the Company at its request.  All responses to the accounting comments
      were prepared by the Company in consultation with its independent
      auditors.  The following numbered paragraphs repeat the comments in
      the Comment Letter for your convenience, followed by the Company’s responses to
      those comments.

    Amendment
      No. 8 to Registration Statement on Form SB-2

    General

            1.
            Prior
              to requesting acceleration for effectiveness, please refer to Item
              310(g)
              of Regulation S-B and amend your registration statement on Form SB-2
              to
              provide updated audited financial statements for the years ended September
              30, 2006 and 2005, as well as unaudited interim financial statements
              and
              related information for the period ended June 30,
              2007.

              Austin
                ·
                Beijing
                ·
                Dallas
                ·
                Denver
                ·
                Dubai
                ·
                Hong
                Kong ·
                Houston ·
                London ·
                Los Angeles ·
                Minneapolis

              Munich
                ·
                New
                York ·
                Riyadh ·
                San Antonio ·
                St. Louis
                ·
                Washington DC

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      2

              Response:  We
                agree to update the financial statements in our amended registration
                statements in accordance with Item 310(g) of Regulation S-B prior
                to
                requesting effectiveness.

              Notes
                to Condensed Consolidated Financial Information

              Note
                I — Restatement of Quarterly Financial Statements, page
                F-45

              1.

              We
                acknowledge your proposed revisions in response to comment 2 as well
                as
                the supplemental tabular restatement information that you have presented
                for the three and nine months ended June 30, 2006 and for the period
                from
                inception through June 30, 2006. Please provide us with the clarifying
                information that follows and revise the disclosure in your filing
                accordingly.

              •

              It
                remains unclear based on the information provided how you calculated
                the
                $5,838,514 adjustment to selling, general and administrative
                expense.  Per page 29 of your May 1, 2007 response letter, it
                appears that the selling, general and administrative adjustment is
                $8,051,565, not $6,402,264. Please clarify for us how you derived
                the
                $5,838,514.

              •

              Similarly,
                please clarify how you determined the $4,117,500 portion of the September
                30, 2005 restatement adjustment to interest expense in deriving the
                $10,058,055 adjustment for the cumulative period ended June 30, 2006.
                In
                addition, your discussion in your response to comment 7d on page
                34 states
                that the $4,117,500 was charged to consulting fees, not interest
                expense.

              Response:  We
                note that the phrase “Per page 29 of your May 1, 2007 response letter” in
                the second paragraph of Comment number 1 on page 2 of your comment
                letter
                is inconsistent with our record of correspondence.  We have
                assumed such date has been included in error.  Accordingly, we
                have disregarded such date and replaced it with “May 9, 2007” in
                preparing this response letter.

              The
                following table summarizes the calculation of the $5,838,514 adjustment
                to
                selling, general and administrative expenses for the period from
                inception
                (September 1, 2002) through June 30, 2006.  Please refer to the
                table below which will outline inception to date numbers from (a)
                date of
                inception through September 30, 2005 (restated) and (b) date of inception
                through June 30, 2006 (restated):

        -2-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      3

              Summary
                of changes in selling, general and administrative expenses from date
                of
                inception through September 30, 2005 resulting from errors in
                accounting

            $

              8,051,915

              Corrections
                of accounting errors previously included with initial filing of the
                June
                30, 2006 quarterly financial statements:

              Adjustment
                to fair value of common stock issued in settlement of related party
                debt

            (1,365,000
            )

              Penalties
                accrued due to late registration

            (384,651
            )

              Correction
                in value of shares issued for services rendered

              100,000

              Net
                carry forward adjustment from prior year (date of inception to September
                30, 2005):

              6,402,264

              Current
                period corrections of errors :

              Reclassification
                of the fair value of warrants issued to non employees in connection
                with
                financing activities to interest expense (d)

            (563,750
            )

              Net
                change in selling, general and administrative expenses from date
                of
                inception through June 30, 2006:

            $

              5,838,514

              The
                following table summarizes the calculation of the $4,117,500 portion
                of
                the September 30, 2005 restatement adjustment to interest expense
                and the
                changes in the interest expense from date of inception through June
                30,
                2006:

              Summary
                of changes in interest expense from date of inception through September
                30, 2005:

            $

              23,148,214

              Corrections
                previously included with initial filing of the June 30, 2006 quarterly
                financial statements

            (27,265,713
            )

              Net
                carry forward adjustment from prior year (date of inception through
                September 30, 2005)

            (4,117,499
            )

              Current
                year corrections

            (5,940,556
            )

              Net
                change (reduction) in interest expense from date of inception through
                June
                30, 2006:

            $
            (10,058,055
            )

              Verification:

              Corrected
                (restated) interest expense as from inception through September 30,
                2005:

            $

              33,884,446

              Initial
                inception to date interest expense as reported with initial June
                30, 2006
                quarterly financial statements:

            $

              47,119,730

              Less:  Year
                to date interest as reported with initial June 30, 2006 financial
                statements:

            (9,117,785
            )

              Inception
                to September 30, 2005 interest expense as per initial filing of June
                30,
                2006 quarterly financial statements:

              38,001,945

              Carry
                forward adjustment to June 30, 2006 restatement:

            $
            (4,117,499
            )

        -3-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      4

    Note
      J
– Restatement of June 30, 2005 Quarterly Financial Statements, page
      F-48

              2.

              We
                acknowledge your response to comment 4 and reissue our comment. Please
                confirm that you will timely amend your June 30, 2007 Form 10-QSB
                to
                reflect the revised restatement information that you ultimately present
                in
                your Form SB-2 at the conclusion of our related comment
                process.

              Response:  We
                confirm that we will timely amend our June 30, 2007 Form 10-QSB to
                reflect
                the revised restatement information that we ultimately present in
                our Form
                SB-2 at the conclusion of our related comment
                process.

    Notes
      to (Audited) Consolidated Financial Statements (Restated)

    Note
      M
– Restatement of Financial Statements, page F-91

              3.

              Please
                confirm that you will timely amend your September 30, 2006 Form 10-KSB
                to
                reflect the revised restatement information that you ultimately present
                in
                your Form SB-2 at the conclusion of our related comment
                process.

              Response:  We
                confirm that we will timely amend our September 30, 2006 Form 10-KSB
                to
                reflect the revised restatement information that is ultimately presented
                in our Form SB-2 at the conclusion of the related comment
                process.

        -4-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      5

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

              Very
                truly yours,

            /s/
              Merrill
              M. Kraines

              Merrill
                M. Kraines

    Enclosures

              cc:

              Mr.
                John Krug, Senior Staff Attorney

              Mary
                Mast, Senior Accountant

              Amy
                Bruckner, Staff Accountant

              James
                A. Hayward, Applied DNA Sciences,
                Inc.

-5-

Mail Stop 6010 Via Facsimile and U.S. Mail

August 28, 2007
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
 Amendment No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
July 5, 2007 and have the following comments.  Where indicated, we think you should revise
your documents in response to these comment s.  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 e xplanation.  In some of our comme nts, we may ask you to provide
us with supplemental information so we may be tter 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.

Amendment No. 8 to Registration Statement on Form SB-2

General
 1. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and amend your registration statement on Form SB-2 to provide updated
audited financial statements for the year s ended September 30, 2006 and 2005, as well as

Mr. James Hayward
Applied DNA Sciences, Inc.
August 28, 2007
Page 2

unaudited interim financial statements and re lated information for the period ended June
30, 2007.
 Notes to Condensed Consolidated Financial Information

 Note I – Restatement of Quarterly Financial Statements, page F-45

 1. We acknowledge your proposed revisions in response to comment 2 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2006 and for th e period from inception through June 30,
2006. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.
• It remains unclear based on the info rmation provided how you calculated the
$5,838,514 adjustment to selling, general and administrative expense. Per page 29
of your May 1, 2007 response letter, it appear s that the sel ling, general and
administrative adjustment is $8,051,565, not $6,402,264. Please clarify for us how you derived the $5,838,514.

• Similarly, please clarify how you de termined the $4,117,500 portion of the
September 30, 2005 restatement adjustment to interest expense in deriving the
$10,058,055 adjustment for the cumulative period ended June 30, 2006.  In addition, your discussion in your respons e to comment 7d on page 34 states that
the $4,117,500 was charged to consulting fees, not interest expense.
 Note J- Restatement of June 30, 2005 Quar terly Financial Statements, page F-48

 2. We acknowledge your response to comment 4 and reissue our comment. Please confirm
that you will timely amend your June 30, 2007 Form 10-QSB to reflect the revised
restatement information that you ultimately pr esent in your Form SB-2 at the conclusion
of our related comment process.
 Notes to (Audited) Consolidated Financial Statements (Restated)

 Note M – Restatement of Financial Statements, page F-91

 3. Please confirm that you will timely amend your September 30, 2006 Form 10-KSB to
reflect the revised restatement information that  you ultimately present in your Form SB-2
at the conclusion of our related comment process.

* * * * *
   As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a

Mr. James Hayward
Applied DNA Sciences, Inc.
August 28, 2007
Page 3

cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cove r letters greatly facilita te our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
You may contact Amy Bruckner,  Senior Staff Accountant, at (202) 551-3657 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613  if you have questions regarding comments on
the financial statements and related matters.  Pl ease contact John Krug, Seni or Staff Attorney, at
(202) 551-3682 or me at (202) 551- 3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r     cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP
666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

Mail Stop 6010 Via Facsimile and U.S. Mail

May 24, 2007
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
 Amendment No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
May 9, 2007 and have the following comments.  Where indicated, we think you should revise
your documents in response to these comment s.  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 e xplanation.  In some of our comme nts, we may ask you to provide
us with supplemental information so we may be tter 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.

Amendment No. 8 to Registration Statement on Form SB-2

General
 1. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and amend your registration statement on Form SB-2 to provide updated
audited financial statements for the year s ended September 30, 2006 and 2005, as well as

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 2

unaudited interim financial statements and related information for the period ended
March 31, 2007.
 Notes to Condensed Consolidated Financial Information

 Note I – Restatement of Quarterly Financial Statements, page F-45

 1. We acknowledge your proposed revisions in response to comment 2 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2006 and for th e period from inception through June 30,
2006. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.

• Based on the explanation provi ded in footnote (b), it app ears that there should be
a credit to capitalized financing cost s in the period ended June 30, 2006.  In
addition, as it appears th at you reduced selling, general and administrative
expense in the three months ended Ma rch 31, 2006 and June 30, 2006, it follows
that you should also revise your selling, general, administrative expense for the
nine months ending June 30, 2006 and the period from inception through June 30, 2006 since you have double-counted the entry in those periods as well.  Please
revise accordingly or tell us why no revision is necessary.

• Based on the explanation provided in f ootnote (c), it remains unclear why you
recorded a $1,156,698 increase to “n et gain (loss) in fair value of debt derivative
and warrant liability.” If you recorded a derivative liabi lity for warrants initially
valued at $933,117 that you should have valued at $2,089,814, it appears that you
would have incurred additional expense, and not income, in correcting your error. Please tell us why you appear to have reco rded income in correcting this error.
Additionally, we again request  that you please revise f ootnote (c) to clarify the
relationship between this e rror and each individual fina ncing transaction in “Note
C,” as the volume of those transactions makes it difficult for the investor to tell which were affected by the error. Please  also tell us why you restated your June
30, 2006 Form 10-QSB to correct this error, which appears to rela te to the initial
valuation of the warrants and aff ect your March 31, 2006 Form 10-QSB.

• We acknowledge your proposed revisions to footnote (e). Please confirm that you
have reflected the initial effects of the error you described in your restated
September 30, 2005 Form 10-KSB. Please tell  us whether you initially attempted
to correct the errors related to your December 2004, February 2005 and June 2005 warrant issuances in your June 30, 2006 reporting period and whether you then
realized that you should actually ame nd your September 30, 2005 Form 10-KSB
to reflect the errors in the periods that they affected. Please also note that you will have to amend your September 30, 2006 Form 10-KSB to appropriately reflect the effects of our comments on restat ement information presented therein.

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 3

• Please clarify why your cumulative statemen t of operations for the period from
inception through June 30, 2006 does not al so include adjustments for the
$563,750 and $6,640,706 that you reference in footnote (d) to your tabular
restatement disclosure for the nine m onths ended June 30, 2006. If you recorded
restatement adjustments for the nine months ended June 30, 2006, it would seem
they should all flow through to your cumu lative restated statement of operations
for the period then ended.
 Note J- Restatement of June 30, 2005 Quar terly Financial Statements, page F-48

 2. We acknowledge your proposed revisions in response to comment 3 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2005 and for th e period from inception through June 30,
2005. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.

• Please revise footnotes (b), (f) and (h) to specifically identify the related financing
transactions, your December 2004 $1.465 m illion convertible note issuance and
the January/February 20 05 $7.371 million convertible  note transaction, as
referenced in Schedule A of your response.

• We refer to your references throughout th e footnotes to your tabular disclosure
which state that you will r eclassify certain of your wa rrant liabilitie s to equity
when your Form SB-2 covering the underlyi ng shares is declared effective. Please
refer to paragraph 18 of EITF No. 00 -19 and tell us whether the warrant
agreements underlying each related fina ncing transaction require that you
maintain the effectiveness of your Form  SB-2, which would preclude you from
automatically reclassifying the liabilities upon effectiveness.

3. Please confirm that you will timely amend your June 30, 2006 Form 10-QSB to reflect
the revised restatement information that you ul timately present in your Form SB-2 at the
conclusion of our related comment process.
 Notes to (Audited) Consolidated Financial Statements (Restated)

 Note M – Restatement of Financial Statements, page F-91

 4. We acknowledge your responses to comments 7, 8, 9 and 10 as well as the supplemental
tabular restatement information that you have  presented for the year ended September 30,
2005 and for the period from inception through September 30, 2005. Please provide us with the clarifying information that follows and revise the disclosure in your filing
accordingly.

• We refer to our initial comment 8 and to f ootnotes 7(b) and (f).  It is unclear how
the net September 30, 2005 balance sheet  adjustment of $13,673,574 to record

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 4

warrant liabilities related to your various financing transactions , inclusive of any
revaluation adjustments, correlate s to the $23,148,264 adjustment that you
recorded to interest expense for the year ended September 30, 2005 and the period
from inception through September 30, 2005. Pleas e revise your disc losure to elicit
how footnotes 7(b) and (f) relate to one another.

• Please revise footnotes (b) and (e) to specify which financing transactions
correlate to the adjustments.

• We refer to your references throughout th e footnotes to your tabular disclosure
which state that you will r eclassify certain of your wa rrant liabilitie s to equity
when your Form SB-2 covering the underlyi ng shares is declared effective. Please
refer to paragraph 18 of EITF No. 00 -19 and tell us whether the warrant
agreements underlying each related fina ncing transaction require that you
maintain the effectiveness of your Form  SB-2, which would preclude you from
automatically reclassifying the liabilities upon effectiveness.
 5. Please confirm that you will timely amend your September 30, 2005 and 2006 Forms 10-
KSB to reflect the revised restatement info rmation that you ultimately present in your
Form SB-2 at the conclusion of our related comment process.

* * * * *
   As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. James Hayward
Applied DNA Sciences, Inc.
May 24, 2007
Page 5

You may contact Amy Bruckne r, Staff Accountant, at (202) 551-3657 or Mary Mast,
Senior Accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug, Senior Staff Attorney, at (202) 551-
3682 or me at (202) 551-3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r     cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

CORRESP
1
filename1.htm

    t15111_corresp.htm

    Fulbright
      & Jaworski L.L.P.

    A
      Registered Limited Liability Partnership

    666
      Fifth
      Avenue, 31st Floor

    New
      York,
      New York 10103-3198

    www.fulbright.com

              mkraines@fulbright.com

              direct
                dial: (212) 318-3261

              telephone:

              facsimile:

              (212)
                318-3000

              (212)
                318-3400

    July
      3,
      2007

    VIA
      EDGAR AND FEDERAL EXPRESS

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-3561

            Re:

              Applied
                DNA Sciences, Inc.

              Registration
                Statement on Form SB-2

              Filed
                January 15, 2005

              File No.
                333-122848

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Applied DNA Sciences, Inc. (the “Company”),
      in
      response to the Staff’s comment letter dated May 24, 2007 (the “Comment
      Letter”)
      and
      the follow-up conference call on June 7, 2007 in connection with Amendment
      No.
8
      to the
      Company’s above-referenced Registration Statement on Form SB-2 (the
“Registration
      Statement”),
      we
      hereby submit proposed changes to the financial statements for your
      review.

    All
      responses to the comments set forth in this letter are submitted on behalf
      of
      the Company at its request. All responses to the accounting comments were
      prepared by the Company in consultation with its independent auditors. The
      following numbered paragraphs repeat the comments in the Comment Letter for
      your
      convenience, followed by the Company’s responses to those comments.

    Amendment
      No. 8 to Registration Statement on Form SB-2

    General

              1.

              Prior
                to requesting acceleration for effectiveness, please refer to Item
                310(g)
                of Regulation S-B and amend your registration statement on Form SB-2
                to
                provide updated audited financial statements for the years ended
                September
                30, 2006 and 2005, as well as unaudited interim financial statements
                and
                related information for the period ended March 31,
                2007.

      Houston
        ·
        New York
·
        Washington DC ·
        Austin
·
        Dallas
·
        Los
        Angeles ·
        Minneapolis ·
        San
        Antonio

      Dubai
        ·
        Hong
        Kong ·
        London
·
        Munich
·
        Riyadh

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        2

    Response:
      We agree
      to update the financial statements in our amended registration statements in
      accordance with Item 310(g) of Regulation S-B prior to requesting
      effectiveness.

    Notes
      to Condensed Consolidated Financial Information

    Note
      I
— Restatement of Quarterly Financial Statements, page F-45

              1.

              We
                acknowledge your proposed revisions in response to comment 2 as well
                as
                the supplemental tabular restatement information that you have presented
                for the three and nine months ended June 30, 2006 and for the period
                from
                inception through June 30, 2006. Please provide us with the clarifying
                information that follows and revise the disclosure in your filing
                accordingly.

            •

              Based
                on the explanation provided in footnote (b), it appears that there
                should
                be a credit to capitalized financing costs in the period ended June
                30,
                2006. In addition, as it appears that you reduced selling, general
                and
                administrative expense in the three months ended March 31, 2006 and
                June
                30, 2006, it follows that you should also revise your selling, general,
                administrative expense for the nine months ending June 30, 2006 and
                the
                period from inception through June 30, 2006 since you have double-counted
                the entry in those periods as well. Please revise accordingly or
                tell us
                why no revision is necessary.

            •

              Based
                on the explanation provided in footnote (c), it remains unclear why
                you
                recorded a $1,156,698 increase to “net gain (loss) in fair value of debt
                derivative and warrant liability.” If you recorded a derivative liability
                for warrants initially valued at $933,117 that you should have valued
                at
                $2,089,814, it appears that you would have incurred additional expense,
                and not income, in correcting your error. Please tell us why you
                appear to
                have recorded income in correcting this error. Additionally, we again
                request that you please revise footnote (c) to clarify the relationship
                between this error and each individual financing transaction in “Note C,”
                as the volume of those transactions makes it difficult for the investor
                to
                tell which were affected by the error. Please also tell us why you
                restated your June 30, 2006 Form 10-QSB to correct this error, which
                appears to relate to the initial valuation of the warrants and affect
                your
                March 31, 2006 Form 10-QSB.

            •

              We
                acknowledge your proposed revisions to footnote (e). Please confirm
                that
                you have reflected the initial effects of the error you described
                in your
                restated September 30, 2005 Form 10-KSB. Please tell us whether you
                initially attempted to correct the errors related to your December
                2004,
                February 2005 and June 2005 warrant issuances in your June 30, 2006
                reporting period and whether you then realized that you should actually
                amend your September 30, 2005 Form 10-KSB to reflect the errors in
                the
                periods that they affected. Please also note that you will have to
                amend
                your September 30, 2006 Form 10-KSB to appropriately reflect the
                effects
                of our comments on restatement information presented
                therein.

        -
          2
          -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        3

            •

              Please
                clarify why your cumulative statement of operations for the period
                from
                inception through June 30, 2006 does not also include adjustments
                for the
                $563,750 and $6,640,706 that you reference in footnote (d) to your
                tabular
                restatement disclosure for the nine months ended June 30, 2006. If
                you
                recorded restatement adjustments for the nine months ended June 30,
                2006,
                it would seem they should all flow through to your cumulative restated
                statement of operations for the period then
                ended.

    Response:

    Item
      1.
      We do not believe a revision is necessary as it relates to the capitalized
      finance costs. The following summarizes the events giving rise to the errors
      in
      accounting for the debt issuance costs aggregating $ 390,000.

            •

              In
                March, 2006 the Company issued $ 1,500,000 in non-conventional convertible
                debt. Since the notes
                were not convertible into a fixed number of the Company’s common shares,
                the Company has considered the notes as non-conventional debt in
                accordance with EITF 05-04 and has accounted for the issuance as
                a
                derivate liability in accordance with FAS no. 133.

            •

              In
                connection with the issuance of the debt, the Company incurred and
                paid
                $390,000 of debt issuance costs. These costs primarily represented
                costs
                of placing the debt through registered broker dealers.

            •

              The
                Company erroneously charged the $ 390,000 of debt issuance costs
                to
                operations (selling, general and administrative costs) instead of
                capitalizing the costs during the period ended March 31, 2006 and
                amortizing the $390,000 over the term of the debt incurred of 18
                months.

            •

              While
                preparing the Company’s quarterly report on Form 10-QSB
                for the period ended June 30, 2006, the Company reviewed the accounting
                for the debt issuance costs of a second and similar debt placement
                in May
                2006 and discovered
                the error in accounting for the $390,000 of debt issuance costs incurred
                in March 2006.

            •

              The
                Company took the following steps to address the error for accounting
                for
                the $390,000 of debt issuance costs incurred in March
                2006:

            •

              The
                Company prepared and filed the original June 30, 2006 Form 10-QSB
                reducing (crediting) selling, general and administrative expenses
                by
                $390,000 for the nine months ended June 30, 2006 and increasing (debiting)
                capitalized debt issuance costs at June 30, 2006 by $390,000.

            •

              The
                Company erroneously allocated the reduction in selling general and
                administrative expenses of $390,000 to the three
                month period ended June 30, 2006 instead of the six month period
                ended
                March
                31,
                2006.

        -
          3
          -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        4

            •

              The
                Company prepared and filed an amended March 31, 2006 Form 10-QSB
                for the
                six months ended March 31, 2006 correcting the error in accounting
                for the
                $390,000 of debt issuance costs by reducing (crediting) selling ,
                general
                and administrative expenses by $390,000 for the three and six months
                ended
                March 31, 2006 and increasing (debiting) capitalized debt issuance
                costs
                at March 31, 2006 by $390,000.

            •

              Based
                upon the above transactions, the Company has concluded that it made
                a
                mistake in recording the $390,000 credit to selling, general and
                administrative costs during
                the three months ended June 30, 2006
                in
                its original filing, and accordingly is proposing to correct the
                accounting by reversing the credit in that period.

            •

              Therefore,
                with the restatement of June 30, 2006, the only correction is a charge
                (debit) to selling, general and administrative expenses for the
                three
                months ended June 30, 2006
                only to reverse the previous credit to the three
                months ended statement of operations as originally reported in
                the June 30, 2006 quarterly report. There is no change to nine months
                ended June 30, 2006 or to the Date of Inception through June 30,
                2006
                statement of losses or balance
                sheet.

    Summarized,
      in table form, are the changes to the three months, year to date and
inception
      to date Statement of Losses :

              Three
                months

              ended
                December 31,

              2005

              Three
                months

              ended
                March 31,

              2006

              Three
                months

              ended
                June 30,

              2006

              Nine
                months

              ended
                June 30,

              2006

              Date
                of

              inception

              through
                June 30,

              2006

              Balances
                at Initial filing:

              Selling,
                general and administrative expenses

              $2,408,427

              $1,355,661

              $1,190,967

              $4,955,055

              $70,072,368

              Balances
                with Quarterly revisions:

              Selling,
                general and administrative Expenses

              1,844,677

              965,661

              1,580,967

              4,391,305

              75,910,822

              Difference

              $563,750

              $390,000

              $(390,000)

              $563,750

              $(5,838,454)

              Explained
                by:

              (d)
                6/30/06

              (b)
                6/30/06

              (b)
                6/30/06

              (d)
                6/30/06

              (f)
                6/30/06

          -
            4
            -

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      July
        3,
        2007

      Page
        5

    Item
      2.
      We amended our March 31, 2006 10-QSB for an error in valuation of warrants.
      The
      liability was adjusted due to our revaluation from $6,474,430 to $7,631,128
      with
      the related adjustments for the change in the March 31, 2006 10-QSB. The net
      effect on the June 30, 2006 10-QSB is as follows:

              Initial
                filing

              Revised

              Change

              Warrant
                liability as of March 31, 2006

              $6,474,430

              $7,631,128

              $1,156,698

              Add:
                Initial warrant and derivative valuation relating to 7M
                PPM

              1,561,119

              1,561,119

              -

              Total:

              8,035,549

              $9,192,247

              1,156,698

              Less:
                June 30, 2006 valuation of warrant and debt derivative
                (unchanged)

CORRESP
1
filename1.htm

      SEC Comment Response Letter

    Fulbright
      & Jaworski L.L.P.

    A
      Registered Limited Liability Partnership

    666
      Fifth
      Avenue, 31st Floor

    New
      York,
      New York 10103-3198

    www.fulbright.com

              mkraines@fulbright.com
                direct
                  dial: (212) 318-3261

              telephone:

                facsimile:

                (212)
                  318-3000

                (212)
                  318-3400

    May
      9,
      2007

    VIA
      EDGAR AND FEDERAL EXPRESS

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-3561

            Re:

              Applied
                DNA Sciences, Inc.
Registration
                Statement on Form SB-2
Filed
                January 15, 2005
File
                No.
                333-122848

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Applied DNA Sciences, Inc. (the “Company”),
      in
      response to the Staff’s comment letter dated March 13, 2007 (the “Comment
      Letter”)
      and
      the follow-up conference call on March 15, 2007 in connection with Amendment
      No.8 to the Company’s above-referenced Registration Statement on Form SB-2 (the
“Registration
      Statement”),
      we
      hereby submit proposed changes to the financial statements for your
      review.

    All
      responses to the comments set forth in this letter are submitted on behalf
      of
      the Company at its request. All responses to the accounting comments were
      prepared by the Company in consultation with its independent auditors. The
      following numbered paragraphs repeat the comments in the Comment Letter for
      your
      convenience, followed by the Company’s responses to those comments.

    Amendment
      No. 8 to Registration Statement on Form SB-2

    General

              1.

              Prior
                to requesting acceleration for effectiveness, please refer to Item
                310(g)
                of Regulation S-B and amend your registration statement on Form SB-2
                to
                provide updated financial
                statements.

    Response:
      Updated
      financial statements shall be provided in accordance with Item 310(g) of
      Regulation S-B prior to requesting effectiveness of the Registration
      Statement.

      Houston
        ·
        New
        York ·
        Washington DC ·
        Austin
·
        Dallas ·
        Los
        Angeles ·
        Minneapolis ·
        San
        Antonio

      Dubai
        ·
        Hong Kong ·
        London
·
        Munich ·
        Riyadh

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      May
        9,
        2007

      Page
        2

    Notes
      to Condensed Consolidated Financial Information

    Note
      I
      - Restatement of Quarterly Financial Statements, page F-45

              2.

              We
                acknowledge your proposed revisions in response to comment 2 as well
                as
                the supplemental tabular restatement information that you have presented
                for the three and nine months ended June 30, 2006 and for the period
                from
                inception through June 30, 2006. Please provide us with the clarifying
                information that follows and revise the disclosure in your filing
                accordingly.

              ·

                It
                  appears based on your narrative in adjustment (b) of $390,000 you
                  should
                  be reducing selling, general, and administrative expenses. Clarify
                  why the
                  error occurred and the nature of the correction. Also, please clarify
                  where the other side of the entry is
                  recorded.

              ·

                Based
                  on the explanation provided in footnote (c), it is unclear why
                  you
                  recorded a $1,156,698 increase to “net gain (loss) in fair value of debt
                  derivative and warrant liability.” If you recorded a derivative liability
                  for warrants initially valued at $933,117 that you should have
                  valued at
                  $2,089,814, it appears that you would have incurred additional
                  expense
                  when you entered into the related financing transaction. Please
                  tell us
                  why you appear to have recorded income in correcting this error.
                  Additionally, please revise footnote (c) to clarify the relationship
                  between this error and the numerous financing transactions in “Note C” and
                  tell us why you restated your June 30, 2006 Form 10-QSB to correct
                  this
                  error.

              ·

                Based
                  on the explanation provided in footnote (e), it is unclear why
                  you
                  recorded a net increase of $2,284,764 to your net income for the
                  nine
                  months ended June 30, 2006. According to the information in the
                  table
                  following footnote (e), you “undervalued” certain of the warrants issued
                  to non-employees in connection with various financing transactions
                  during
                  your fiscal year ended September 30, 2005; it appears that correcting
                  the
                  related error would result in additional expense. Please also tell
                  us why
                  you appear to have restated your June 30, 2006 10-QSB rather than
                  your
                  September 30, 2005 Form 10-KSB to correct this error. Finally,
                  please
                  clarify what the $6,640,706 and $10,058,055 adjustments to other
                  income
                  (expense) represent since it is not apparent from the narrative
                  discussion
                  in footnote (e).

                ·

                    Please
                      tell us where you recorded the $5,838,514 reduction to interest
                      referenced
                      in footnote (f). Please also clarify for us whether or not
                      you should
                      include a corresponding adjustment in your statements of operations
                      for
                      the three and nine months ended June 30,
                      2006.

                    ·

                          Please
                            refer to the table in footnote (g) and clarify how the
                            $1,584,614 relates
                            to footnote (a). Please also clarify why the reclass
                            was an
                            “error.”

                Mr.
                  Jeffrey P. Riedler

                U.S.
                  Securities and Exchange Commission

                Division
                  of Corporation Finance

                May
                  9,
                  2007

                Page
                  3

                        ·

                                Please
                                  address comment 2, bullet point 4 of our January
                                  25, 2007 letter relating
                                  to the $1,365,000 error, as it is unclear how you
                                  have done so within the
                                  context of the proposed revisions and supplemental
                                  tabular disclosure that
                                  you have
                                  provided.

                            ·

                                      The
                                        $276,090 adjustment in your statement of
                                        cash flows does not appear to
                                        relate to footnote (k). Please
                                        clarify.

                                ·

                                            Clarify
                                              where you recorded the offsetting adjustment
                                              to the $1,846,500 in footnote
                                              (k). Please also clarify where you
                                              recorded this adjustment in your
                                              statement of
                                              operations.

    Response:
      We
      propose to amend the June 30, 2006 unaudited financial statements to read as
      follows:

    The
      accompanying condensed consolidated financial statements as of June 30, 2006
      and
      the three and nine months ended June 30, 2006 and from September 16, 2002 (date
      of inception) through June 30, 2006 have been restated to correct its accounting
      for (a) the issuance of options and warrants in exchange for compensation and
      financing activities, (b) correcting the period reporting capitalized finance
      costs and current operating expenses and (c) errors in report preparation and
      miscellaneous accounting adjustments appropriate for the fair presentation
      of
      the financial statements.

    The
      effect of the adjustments in the restated financial statements is an increase
      in
      net loss of $136,401 from September 16, 2002 (date of inception) through June
      30, 2006 and an increase in net income of $766,698 and $2,148,364 for the three
      and nine month periods ended June 30, 2006, respectively. There was no effect
      on
      total cash flows provided by (used in) operations, investing or financing
      activities.

      Mr.
        Jeffrey P. Riedler

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      May
        9,
        2007

      Page
        4

      The
        following tables summarize the effects of these adjustments on the Company’s
        condensed consolidated balance sheet as of June 30, 2006, condensed consolidated
        statements of losses for the three and nine months ended June 30, 2006 and
        for
        the period from September 16, 2002 (date of inception) through June 30, 2006
        and
        the condensed consolidated statements of cash flows for the nine months ended
        June 30, 2006 and for the period from September 16, 2002 (date of inception)
        through June 30, 2006:

    Condensed
      Consolidated Balance Sheet

    June
      30,
      2006

                 As Previously
Reported

                 Adjustment

                 Reference

                 As
                  Restated

                Cash

                $

                1,931,173

                $

                $

                1,931,173

                Accounts
                  receivable, net

                $

                18,900

                $

                $

                18,900

                Advances
                  and other receivables

                $

                11,611

                $

                $

                11,611

                Prepaid
                  expenses

                $

                146,667

                $

                $

                146,667

                Total
                  current assets

                $

                2,108,351

                $

                $

                2,108,351

                Property,
                  plant and equipment, net

                $

                38,286

                $

                $

                38,286

                Deposits

                $

                8,322

                $

                $

                8,322

                Capitalized
                  finance costs

                $

                1,437,862

                $

                $

                1,437,862

                Patents,
                  net

                $

                17,376

                $

                $

                17,376

                Intellectual
                  property, net

                $

                8,083,629

                $

                $

                8,083,629

                total
                  assets

                $

                11,693,826

                $

                $

                11,693,826

                Accounts
                  payable and accrued liabilities

                $

                4,680,849

                $

                $

                4,680,849

                Notes
                  payable, related party

                $

                410,429

                $

                $

                410,429

                Total
                  current liabilities

                $

                5,091,278

                $

                $

                5,091,278

                Convertible
                  notes payable, net

                $

                3,306,371

                $

                $

                3,306,371

                Debt
                  derivative and warrant liability

                $

                5,698,286

                $

                $

                5,698,286

                Total
                  liabilities

                $

                14,095,935

                $

                $

                14,095,935

                Preferred
                  stock

                $

                6

                $

                $

                6

                Common
                  stock

                $

                118,582

                $

                $

                118,582

                Common
                  stock subscription

                $

                (200,000

                )

                $

                $

                (200,000

                )

                Additional
                  paid in capital

                $

                81,860,606

                $

                136,400

                a

                $

                81,997,006

                Accumulated
                  deficit

                $

                (84,181,303

                )

                $

                (136,400

                )

                a

                $

                (84,317,703

                )

                Total
                  deficiency in stockholders’ equity

                $

                (2,402,109

                )

                $

                $

                (2,402,109

                )

                Total
                  liabilities and Deficiency in Stockholders’ equity

                $

                11,693,826

                $

                $

                11,693,826

        Mr.
          Jeffrey P. Riedler

        U.S.
          Securities and Exchange Commission

        Division
          of Corporation Finance

        May
          9,
          2007

        Page
          5

    Condensed
      Consolidated Statement of Income (Losses)
For the Three Months Ended June 30,
      2006

                Sales

                $

                18,900

                $

Mail Stop 6010 Via Facsimile and U.S. Mail

March 13, 2007
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
 Amendment No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
March 6, 2007 and have the following comments.  Where indicated, we think you should revise
your documents in response to these comment s.  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 e xplanation.  In some of our comme nts, we may ask you to provide
us with supplemental information so we may be tter 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.

Amendment No. 8 to Registration Statement on Form SB-2

General
 1. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and amend your registration statement on Form SB-2 to provide updated
financial statements.

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 2

Notes to Condensed Consolidated Financial Information
 Note I – Restatement of Quarterly Financial Statements, page F-45

 2. We acknowledge your proposed revisions in response to comment 2 as well as the
supplemental tabular restatement information that you have presented for the three and
nine months ended June 30, 2006 and for th e period from inception through June 30,
2006. Please provide us with the clarifying in formation that follows and revise the
disclosure in your filing accordingly.

• It appears based on your narrative in adjustment (b) of $390,000 you should be
reducing selling, general, and administra tive expenses.  Clar ify why the error
occurred and the nature of  the correction.  Also, pleas e clarify where the other
side of the entry is recorded.

• Based on the explanation provi ded in footnote (c), it is  unclear why you recorded
a $1,156,698 increase to “net gain (loss) in  fair value of debt derivative and
warrant liability.” If you recorded a deri vative liability for warrants initially
valued at $933,117 that you should have valued at $2,089,814, it appears that you
would have incurred additional expense when you entered into the related financing transaction. Please tell us why you appear to have recorded income in
correcting this error. Additionally, please revise footnote (c) to clarify the relationship between this e rror and the numerous financi ng transactions in “Note
C” and tell us why you restated your J une 30, 2006 Form 10-QSB to correct this
error.

• Based on the explanation provi ded in footnote (e), it is  unclear why you recorded
a net increase of $2,284,764 to your net inco me for the nine months ended June
30, 2006. According to the information in  the table following footnote (e), you
“undervalued” certain of the warrants issu ed to non-employees in connection with
various financing transactions during your fiscal year ended September 30, 2005;
it appears that correcting the related erro r would result in additional expense.
Please also tell us why you appear to  have restated your June 30, 2006 10-QSB
rather than your September 30, 2005 Form 10- KSB to correct this error.  Finally,
please clarify what the $6,640,706 and $10,058,055 adjustments to other income (expense) represent since it is not apparent from the narrative discussion in
footnote (e).

• Please tell us where you recorded the $5,838,514 reduction to interest referenced
in footnote (f).  Please also clarify for us whether or  not you should include a
corresponding adjustment in your statements  of operations for the three and nine
months ended June 30, 2006.

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 3

• Please refer to the table in footnote (g) and clarify how the $1,584,614 relates to
footnote (a).  Please also clarif y why the reclass was an “error.”

• Please address comment 2, bullet point 4 of  our January 25, 2007 letter relating to
the $1,365,000 error, as it is unclear how you have done so within the context of
the proposed revisions and supplementa l tabular disclosure that you have
provided.

• The $276,090 adjustment in your statement of cash flows does not appear to relate
to footnote (k). Please clarify.

• Clarify where you recorded the offset ting adjustment to the $1,846,500  in
footnote (k).  Please also clarify wher e you recorded this adjustment in your
statement of operations.
 3. It does not appear that you have addressed comment 2 of our January 25, 2007 letter in
relation to the three and nine month periods ended June 30, 2005. As you present
restatement information for those periods on pages F-48 through F-50 of your Form SB-2/A filed on November 13, 2006, we request that  you present revised disclosure for Note
J in a manner consistent with that  you have provided for Note I.
 4. We acknowledge your supplemental response to comment 4 and substantially reissue our
comment. Please provide us with a detailed anal ysis or calculation of  each correction that
aggregates to the $23.1 million adjustment for the nine months ended June 30, 2005, as well as information regarding the various financing transactions  affected by this
adjustment. Additionally, it remains uncle ar why you charged the $23.1 million warrant
liability to interest expense;  please clarify your accounting treatment in the context of
EITF No. 00-19.
 5. Please ensure that we can clearly relate th e information that you have provided regarding
the $23.1 million adjustment for the nine months ended June 30, 2005 to the revised tabular restatement disclosure that we have requested in this letter.
 6. Please confirm that you will timely amend your June 30, 2006 Form 10-QSB to reflect
the revised restatement information that you ul timately present in your Form SB-2 at the
conclusion of our related comment process.
 Notes to (Audited) Consolidated Financial Statements (Restated)

 Note M – Restatement of Financial Statements, page F-91

 7. Refer to adjustment (a) and include a cros s-reference to the statement of operations
adjustment that you reference in footnote (d).

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 4

8. Refer to adjustment (b) and clarify wh ere you recorded the $13,673,574 adjustment to
interest expense.
 9. We refer to adjustment (c).  We do no t see the $1,365,000 increase in selling, general,
and administrative expenses on your statement of operations.  Please cross-reference to
adjustment (d) to clarify where you recorded this adjustment. Please also clarify why you
recorded a $924,086 reduction to interest e xpense and tell us where you presented that
amount on your statement of operations.
 10. We acknowledge your proposed revisions in response to comment 5 as well as the
supplemental tabular restatement information that you have presented for the two years
ended September 30, 2005 and for the period from inception to September 30, 2005. We
refer you to footnote (e) and request that you revise your disclosure to incorporate any
additional information that re sults from your response to comment 4 of this letter.
Additionally, please provide us  with a detailed analysis  or calculation of the $16.7
million gain you recorded for the nine mont hs ended September 30, 2005.  Clarify how
you reflected this adjustme nt on your balance sheet.
 11. Please confirm that you will timely amend your September 30, 2005 Form 10-KSB to
reflect the revised restatement information that  you ultimately present in your Form SB-2
at the conclusion of our related comment process.

* * * * *

 As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. James Hayward
Applied DNA Sciences, Inc.
March 13, 2007
Page 5

You may contact Amy Bruckne r, Staff Accountant, at (202) 551-3657 or Mary Mast,
Senior Accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug, Senior Staff Attorney, at (202) 551-
3682 or me at (202) 551-3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r    cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

Mail Stop 6010 Via Facsimile and U.S. Mail

January 25, 2007
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
 Amendment No. 8 to Registrati on Statement on Form SB-2
  Filed November 13, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and most re cent response letter furnished via EDGAR on
December 22, 2006 and have the following comments.  Where indicated, we think you should
revise your documents in response to these comme nts.  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 e xplanation.  In some of our comme nts, we may ask you to provide
us with supplemental information so we may be tter 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.

Amendment No. 8 to Registration Statement on Form SB-2

General

1. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and amend your registration statement on Form SB-2 to provide updated
financial statements.

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 2

 Notes to Condensed Consolidated Financial Information

 Note A- Summary of Significant Accounting Policies, page F-20

 Note I – Restatement of Quarterly Financial Statements, page F-45

2. We acknowledge your response to comments 4, 5 and 7 and reissue our comments. You
have not provided us with sufficiently detailed  disclosure that subs tantially revises your
restatement footnote to explain why you made each correction of an error for the three
and nine months ended June 30, 2006 and 2005 and the period from your inception through June 30, 2006. Please revise Note I to not only disclose the amount of each error and the related financial statement period and financial statement line  item affected, but
why each change occurred. That is, descri be the nature of each error and the
corresponding financial statement line items th at it affected; tell us  how you concluded
that an adjustment was necessary; and tell  us how you calculated that adjustment.
Additionally, if a partic ular adjustment affects, for example, both your balance sheet and
statements of operations and cash flows fo r a particular period, you should clearly
illustrate that correlation in your description of the error. Your disclosure should provide
a clear illustration of how you progressed from  each financial statement line item “as
reported” to “as adjusted” in each period, disa ggregating the total error affecting each line
item, preferably in tabular format with co rresponding footnote disclosure. Examples of
items that we would like you to clarify based on the information included in your December 22, 2006 supplemental response fo llow; however, you should provide this
enhanced information for each error, as our list of examples is not exhaustive.

• It is unclear, based on yo ur explanation regarding the capitalization of debt
issuance costs, why you recorded a $ 390,000 increase to selling, general and
administrative (SG&A) expense for the three months ended June 30, 2006 without
a corresponding decrease to your ba lance sheet. Please clarify.

• Explain why, in general, you would record  the fair value effect of stock-based
compensation issued to non-employees/cons ultants to your interest expense or
gain on fair value of debt derivative and warrant liabili ties line items, as opposed
to SG&A expense. It appear s that you recorded various adjustments of this nature
for the nine months ended June 30, 2006, as well as the cumulative period from
your inception through June 30, 2006; for example, you recorded an increase in gain on fair value of debt derivative  and warrant liabili ties of $1,156,598 for the
three months ended June 30, 2006 and a decrease in interest expense of $5,940,556 for the nine months ended June 30, 2006.

• Tell us why the increase in “non-cash income attributab le to the repricing of
warrant and debt derivatives” of $4,131,604 in  your narrative e xplanation of the
adjustments to your statements of cash fl ows for the nine months ended June 30,

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 3

2006 and the period from your inception through June 30, 2006 does not correlate
to the adjustment to the net gain on fa ir value of debt derivative and warrant
liabilities line item on page 6 of your  response letter (for both periods).

• Tell us why an error of $1,365,000 occurred  in relation to your issuance of
common shares to settle related party de bt and where you recorded that error on
your statements of operations for the ni ne months ended June 30, 2005 and for the
period from your inception to June 30, 2006. Similarly, tell us why and where on
your statements of operations you recorded the other adjustments to the “non-cash
fair value of common stock issued in exchange for services” that you have
outlined on page 11 of your response letter.
3. Refer to comment number 5 and your referen ce to your response to comment 4.  It is not
clear from your response to comment 4 wh ether you have made any adjustments to
additional paid-in capital, as in itially described in Note I of the financial statements in
amendment number 8 to your Form SB-2.  Pleas e explain to us and clarify in the filing
whether you made any adjustments to additi onal paid-in capital and tell us the basis for
those adjustments.  If the expl anations previously provided in  Note I (as filed) were in
error, please clarify.
4. We acknowledge your response to comment 8 and reissue our comment. Please clarify
for us and in your filing why you believe that you appropriately classified certain error
corrections related to the valuation of your wa rrant liabilities pursuant to EITF No. 00-19
within interest income (expe nse) for all periods presente d in Note I of your interim
financial statements and Note M of your a nnual financial statements. We specifically
refer you to the material increa se in “non-cash financing costs attributable to the issuance
of warrants” of approximately $23.1 million for the nine months ended June 30, 2005
discussed on page 10 of your response, whic h appears to correlate to the increase in
interest expense that we have noted above in  comment 2.  Additionally, provide us with a
detailed analysis of each correction that a ggregates to the $23.1 million and explain how
each correction relates to one of your  various financing transactions.

Notes to (Audited) Consolidated Financial Statements (Restated)
 Note M – Restatement of Financial Statements, page F-91

5. We acknowledge your response to comments 6 and 10 and reissue our comments. You
have not provided us with sufficiently detailed  disclosure that subs tantially revises your
restatement footnote to explain why you made each correction of an error for the year
ended September 30, 2005 and the period fr om your inception through September 30,
2005. Please revise Note M to not only disclo se the amount of each error and the related
financial statement period and financial statement line item affected, but why each
change occurred. That is, describe the na ture of each error and the corresponding
financial statement line items that it aff ected; tell us how you concluded that an
adjustment was necessary; and tell us how you calculated that adjustment.  Additionally,

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 4

if a particular adjustment affects, for exam ple, both your balance sh eet and statements of
operations and cash flows for a particular period, you should clearly illustrate that
correlation in your description of the error.  Your disclosure should provide a clear
illustration of how you progressed from each financial statement line item “as reported” to “as adjusted” in each pe riod, disaggregating the total er ror affecting each line item,
preferably in tabular format with footnote di sclosure. Examples of items that we would
like you to clarify based on the informa tion included in your December 22, 2006
supplemental response follow; however, you s hould provide enhanced information for
each error, as our list of examples is not exhaustive.

• In general, your use of the term “erro neously” does not sufficiently tell us how
you determined that your financial statements  were in error. For example, tell us
what is meant by your “erroneous” reco rding of the $1,365,000 error related to
your issuance of common shares to a form er director in exchange for previously
incurred debt.  Please also revise your proposed disclosures to Note I accordingly.

• Tell us why you recorded the $3,960,000 decr ease in “non-cash cost of common
stock issued pursuant to an employee stock option plan” in your statement of cash
flows for the year ended September 30, 2005 and clarify the line items that this
adjustment affected in your correspon ding balance sheet and statement of
operations.

• Tell us why you recorded the $9,079,000 adju stment to your statement of cash
flows for the year ended Septembe r 30, 2005, which you attribute to stock
subscription proceeds. Clarify the other fi nancial statement line items that this
adjustment affected.

* * * * *

 As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. James Hayward
Applied DNA Sciences, Inc.
January 25, 2007
Page 5

You may contact Amy Bruckne r, Staff Accountant, at (202) 551-3657 or Mary Mast,
Senior Accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug, Senior Staff Attorney, at (202) 551-
3682 or me at (202) 551-3715 with any other questions.

 Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r    cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Fulbright & Jaworski l.l.p.
                   A Registered Limited Liability Partnership
                          666 Fifth Avenue, 31st Floor
                          New York, New York 10103-3198
                                www.fulbright.com

mkraines@fulbright.com                                 telephone: (212) 318-3000
direct dial:  (212) 318-3261                           facsimile: (212) 318-3400

                                December 22, 2006

VIA EDGAR AND FEDERAL EXPRESS

Mr. Jeffrey P. Riedler
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549-3561

         Re:      Applied DNA Sciences, Inc.
                  Registration Statement on Form SB-2
                  Filed January 15, 2005
                  File No. 333-122848

Dear Mr. Riedler:

      On behalf of Applied DNA Sciences, Inc. (the "Company") and in response to
the Staff's  comment  letter dated  December 13, 2006 (the "Comment  Letter") in
connection  with Amendment No.8 to the Company's  above-referenced  Registration
Statement on Form SB-2 (the "Registration Statement"), we hereby submit proposed
changes to the financial statements for your review. We do not intend to file an
Amendment No.9 to the Registration  Statement until financial statements for the
Company's  fourth  quarter are  available  and the  Company's  responses  to the
Comment Letter have been approved. We hope this approach is satisfactory.

      All  responses to the  comments set forth in this letter are  submitted on
behalf of the Company at its request.  All responses to the accounting  comments
were prepared by the Company in consultation with its independent auditors.  The
following numbered paragraphs repeat the comments in the Comment Letter for your
convenience, followed by the Company's responses to those comments.

General

1.    Prior to requesting  acceleration for effectiveness,  please refer to Item
      310(g) of  Regulation  S-B and amend your  registration  statement on Form
      SB-2 to provide updated financial statements.

      RESPONSE:  Updated  financial  statements  shall be provided in accordance
      with Item 310 (g) of Regulation S-B prior to requesting effectiveness.

Condensed Consolidated Financial Statements

Statements of Stockholders' Deficit, page F-4

<PAGE>
Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 22, 2006
Page 2

2.    Please revise your interim and annual statements of stockholders'  deficit
      to  retroactively  change  the par  value  of  your  common  stock  to the
      beginning  of the period  presented as a result of the change in par value
      from $0.50 to $.001 in March 2005.

      RESPONSE:  In March, 2005, the Company changed the par value of its common
      stock  from $.50 per share to $.001 per  share.  The  Company's  financial
      statements accounted for and disclosed the change in par value.  According
      to  generally  accepted  accounting  principles,  changes  in the  capital
      structure must be retroactively adjusted for stock dividends, stock splits
      or reverser splits.  Accounting  standards do not require an adjustment to
      the  capital  structure  for  changes  in par value of the  common  stock.
      Accordingly,  the Company  believes its  accounting  and disclosure of the
      change in par value of its common stock is  reasonable  and in  accordance
      with generally accepted accounting principles.

Notes to Condensed Consolidated Financial Information

Note A - Summary of Significant Accounting Policies, page F-20

Stock-Based Compensation, page F-23

3.    Please tell us why you have not yet adopted SFAS No. 123(R), for which the
      effective  date is as of the  beginning  of the  first  interim  or annual
      reporting  period that begins  after  December  15,  2005.  Alternatively,
      please revise your financial statements and related disclosures to reflect
      your adoption of SFAS No. 123(R).

      RESPONSE: The Company had no unvested employee stock options as of January
      1, 2006. We propose to include the following disclosure:

      NEW ACCOUNTING PRONOUNCEMENTS

      On January 1, 2006,  we adopted the fair value  recognition  provisions of
      Financial  Accounting  Standards  Board  ("FASB")  Statement  of Financial
      Accounting   Standards  ("SFAS")  No.  123,  Accounting  for  Stock  Based
      Compensation,  to account for  compensation  costs under our stock  option
      plans. We previously  utilized the intrinsic value method under Accounting
      Principles Board Opinion No. 25,  Accounting for Stock Issued to Employees
      (as amended) ("APB 25").  Under the intrinsic  value method  prescribed by
      APB 25, no  compensation  costs were  recognized  for our  employee  stock
      options  because the option exercise price equaled the market price on the
      date of the  grant.  Prior to January  1, 2006 we only  disclosed  the pro
      forma  effects on net income and  earnings  per share as if the fair value
      recognition provisions of SFAS 123(R) had been utilized.

<PAGE>
Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 22, 2006
Page 3

      In adopting SFAS No.  123(R),  we elected to use the modified  prospective
      method to account for the  transition  from the intrinsic  value method to
      the fair value recognition method.  Under the modified prospective method,
      compensation cost is recognized from the adoption date forward for all new
      stock options  granted and for any  outstanding  unvested awards as if the
      fair value  method had been  applied to those awards as of the date of the
      grant. We had no outstanding unvested awards as of the adoption date.

Note I - Restatement of Quarterly Financial Statements, page F-45

4.    In general,  please revise this note substantially to explain why you made
      each  correction of an error.  The examples in the ensuing comment are not
      all  inclusive  of  the  revisions   that  we  believe  you  should  make;
      additionally,  please ensure that your revised  narrative  discussion  not
      only  discloses  the  amount of each  change  and the  affected  financial
      statement line item, but why each change occurred.

      RESPONSE: We propose to revise Footnote I as follows:

      The Company has restated its financial  statements  for the nine and three
      months ended June 30, 2005 and 2006 and for the period from  September 16,
      2002 (date of  inception)  through  June 30, 2006 by filing  amended  Form
      10-QSB's for the three month periods ended June 30, 2005 and June 30, 2006
      to correct the  following  errors in the financial  statements  previously
      filed:

      o     The  Company  erroneously  accounted  for and  recorded as a current
            period  expense  the cost of issuing its debt  aggregating  $390,000
            during the quarter ended March,  2006. The restatement  corrects the
            $390,000  capitalized  financing costs within the correct  reporting
            quarter.

      o     The Company erroneously accounted for and recorded the fair value of
            warrants issued in previous  quarters and corrected the year to date
            fair value increasing the selling,  general and administrative costs
            by $563,750 for the nine months ended June 30, 2006.

      o     The Company erroneously accounted for and recorded the fair value of
            non-debt  related  warrants in the amount of  $5,940,556 to interest
            expense  in  previous  quarter(s)  and  corrected  the  year to date
            interest  expense and related warrant  liability for the nine months
            ended June 30, 2006.

      o     The Company  erroneously  accounted for and recorded the net gain on
            change  in fair  value  warrants  in the  amount of  $1,156,698  and
            $4,355,942  for the  three  and nine  months  ended  June 30,  2006,
            respectively.

<PAGE>
Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 22, 2006
Page 4

      The net effect of the corrections of these errors was to:

      o     Increase  the  Company's  profitability  by $766,698  from a loss of
            $5,611 to a profit of $761,087  for the three  months ended June 30,
            2006

      o     Increase the  Company's  net income by  $2,148,264  from a profit of
            $3,458,485 to $5,606,849 for the nine months ended June 30, 2006.

      o     Increase the  Company's  net loss by $136,400  from  $84,181,303  to
            $84,317,703  from  the  period  from  September  16,  2002  (date of
            inception) through June 30, 2006.

      The result of the  Consolidated  Balance Sheet  restatement  is to reflect
      the:

      o     Increase in additional paid in capital by $136,400 from  $81,860,606
            as of June 30, 2006 to $81,997,006.

      o     Increase in deficit accumulated during development stage by $136,400
            from $84,181,303 as of June 30, 2006 to $84,317,703.

      Following  are  reconciliations  of  the  Company's   restatement  of  the
      Consolidated Balance Sheet as of June 30, 2006:

<TABLE>
<CAPTION>
                                                                 June 30, 2006
                                                        -------------------------------
                                                        (As Restated)     (As Reported)
                                                        ------------       ------------
<S>                                                     <C>                <C>
      ASSETS                                            $ 11,693,826       $ 11,693,826
                                                        ============       ============

      LIABILITIES AND  DEFICIENCY IN
      STOCKHOLDERS' EQUITY
      Accounts payable and accrued liabilities             4,680,849          4,680,849
      Note payable - Related Party                           410,429            410,429
                                                        ------------       ------------
      Total Current Liabilities                            5,091,278          5,091,278

      Convertible Note Payable, net of
      unamortized discount                                 3,306,371          3,306,371
      Debt Derivative and Note Liability                   5,698,286          5,698,286
      Deficiency in Stockholders' Equity:
      Preferred Stock                                              6                  6
      Common Stock                                           118,582            118,582
      Common stock subscribed                               (200,000)          (200,000)
      Additional Paid-In-Capital                          81,997,006         81,860,606
      Deficit Accumulated During Development Stage       (84,317,703)       (84,181,303)
                                                        ------------       ------------
      Total  Deficiency in Stockholders' Equity           (2,402,109)        (2,402,109)
      Total Liabilities and Deficiency in
      Stockholders' Equity                              $ 11,693,826       $ 11,693,826
                                                        ============       ============
</TABLE>

<PAGE>
Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 22, 2006
Page 5

      The result of the  Consolidated  Statement of Income (Losses)  restatement
      for the three and nine months  ended June 30, 2006 and for the period from
      September 16, 2002 (date of inception) through June 30, 2006 is:

      o     Increase in selling,  general and  administrative  expenses  for the
            three  months  ended June 30, 2006 by $390,000  from  $1,190,967  to
            $1,580,967.   The  increase  is  to  correct  into  the  appropriate
            reporting quarter the  reclassification  of previously expensed debt
            issuance costs from selling, general and administrative expenses.

      o     Reduction in selling,  general and  administrative  expenses for the
            nine  months  ended June 30,  2006 by $563,750  from  $4,955,055  to
            $4,391,305 for the nine months ended June 30, 2006. The reduction is
            a result of an error in recognizing  and recording the fair value of
            warrants issued to non-employees and consultants.

      o     Increase in selling and  administrative  expenses from September 16,
            2002  (date  of  inception)  to June  30,  2006 by  $5,838,514  from
            $70,072,368 to $75,910,882.  The increase is a cumulative  result of
            an error in  recognizing  and  recording  the fair value of warrants
            issued to non-employees and consultants, an error in recognizing and
            recording at fair value common  stock issued in  settlement  of debt
            and recognizing and recording additional compensation expenses.

      o     Increase  in net gain in fair value of debt  derivative  and warrant
            liabilities  by $1,156,698  from  $2,337,263  to $3,493,961  for the
            three  months  ended June 30,  2006.  The increase is a result of an
            error in recognizing  and recording fair value of non-debt  warrants
            issued to non-employees and consultants  leading to a revised change
            in reported gain in the current reporting period.

      o     Decrease  in net gain in fair value of debt  derivative  and warrant
            liabilities by $4,355,942  from  $18,606,563 to $14,250,621  for the
            nine  months  ended June 30,  2006.  The  decrease is a result of an
            error  in  recognizing  and  recording  the fair  value of  non-debt
            related  warrants to  non-employees  and  consultants  of $5,940,556
            erroneously charged to interest expense, net with the correction and
            an error in fair value  adjustment of non-debt  related  warrants of
            $1,584,614.

      o     Decrease  in net gain in fair value of debt  derivative  and warrant
            liabilities by $4,355,942  from  $35,307,553 to $30,951,611  for the
            period from September 16, 2002 (date of inception)  through June 30,
            2006.  The  decrease  is a result  of an error  in  recognizing  and
            recording   the  fair  value  of   non-debt   related   warrants  to
            non-employees and consultants of $5,940,556  erroneously  charged to
            interest expense, net with the correction and an error in fair value
            adjustment of non-debt related warrants of $1,584,614.

      o     Decrease  in  interest  expense by  $5,940,556  from  $9,117,785  to
            $3,177,229 for the nine months ended June 30, 2006. This decrease is
            a result of an error in  recognizing  and recording the initial fair
            value of  non-debt  related  warrants  issued to  non-employees  and
            consultants.

      o     Decrease in interest  expense by  $10,580,055  from  $47,119,730  to
            $37,061,675  for  the  period  from  September  16,  2002  (date  of
            inception)   through  ended  June  30,  2006.  This  decrease  is  a
            cumulative  result  of an error in  recognizing  and  recording  the
            initial  fair  value  of  non-debt   related   warrants   issued  to
            non-employees and consultants.

<PAGE>
Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corpora

Mail Stop 6010
Via Facsimile and U.S. Mail

December 13, 2006

Mr. James Hayward Chief Executive Officer
Applied DNA Sciences, Inc.
25 Health Sciences Drive, Suite 113
Stony Brook, NY 10532

Re: Amendment No. 8 to Registration Statement on Form SB-2
  Filed November 13, 2006
  File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents 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 explanation.  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.

Amendment No. 8 to Registration Statement on Form SB-2

General
1. Prior to requesting acceleration for effectiveness,  please refer to Item 310(g) of Regulation S-
B and amend your registration statement on Form SB-2 to provide updated financial
statements.

Mr. James Hayward
Applied DNA Sciences, Inc.
December 13, 2006
Page 2

Condensed Consolidated Financial Statements

Statements of Stockholders’ Deficit, page F-4
2. Please revise your interim and annual statements of stockholders’ deficit to retroactively
change the par value of your common stock to the beginning of the period presented as a
result of the change in par value from $0.50 to $.001 in March 2005.

Notes to Condensed Consolidated Financial Information

Note A- Summary of Significant Accounting Policies, page F-20
 Stock-Based Compensation, page F-23

3. Please tell us why you have not yet adopted SFAS No. 123(R), for which the effective date is
as of the beginning of the first interim or annual reporting period that begins after December
15, 2005.  Alternatively, please revise your financial statements and related disclosures to
reflect your adoption of SFAS No. 123(R).

Note I – Restatement of Quarterly Financial Statements, page F-45
4. In general, please revise this note substantially to explain why you made each correction of
an error. The examples in the ensuing comment are not all inclusive of the revisions that we
believe you should make; additionally, please ensure that your revised narrative discussion not only discloses the amount of each change and the affected financial statement line item,
but why each change occurred.
5. Please revise your note disclosure regarding the errors and related financial statement
adjustments for the three and nine months ended June 30, 2006.  For example, please clarify
items that follow.

• Explain what you mean by “…reclass fair value of previously issued warrants from
interest expense to additional paid-in capital.”  Per your June 30, 2006 statement of shareholders’ deficit on page F-17, it appears that you actually reclassified the
$1,584,614 from additional paid-in capital to liabilities, which is not consistent with
your note disclosure.

• Explain what you mean by “…adjust for fair value of warrants issued to additional
paid-in capital.”

• Explain what you mean by “…adjust for effect of warrant valuation change of
$4,355,942.”

• Explain why you reclassified the “fair valu e of warrants” from interest expense to
additional paid-in capital.

Mr. James Hayward
Applied DNA Sciences, Inc.
December 13, 2006
Page 3

• Explain the nature of the error adjustment to selling and administrative expenses.

• Explain why your statement of cash flows for the nine months ended June 30, 2006
reflects the adjustment of $1,584,614.  It appears this cash flow statement adjustment somehow relates to the amount that you reclassified from additional paid-in capital to liabilities and not to your net loss.
6. Please separately detail the amounts included with in the line item “other operating activities-
see cash flow statement for full details” and, in so doing, ensure that the effect of each error
on your statement of cash flows is readily determinable.  Additionally, please provide an
accompanying narrative discussion regarding your cash flow statement adjustments.  Finally, revise your statement of cash flows for the ni ne months ended June 30, 2005 and Note M for
the year ended September 30, 2005 as applicable.
7. Please clarify the nature of the errors/adjustments recorded to your financial statements for
the three and nine months ended June 30, 2005, ensuring that your narrative discussion of
those errors agrees with the amounts reflected in the accompanying table.  For example, please clarify the items that follow.

• The increase in your selling, general, and administrative expense line item of $54,951
does not agree with the increase shown in the table for either the three or nine months
ended June 30, 2005.  In addition, the net income amount of $2,851,151 does not
agree with the table.

• Tell us and disclose why your interest expense line item increased by approximately
$23.1 million.

• Clarify why the table reflects a $16.5 million ch ange to “fair value of warrants” when
your narrative discussion reflects a $6.6 million change.

• Tell us how you derived the $12,086,901 warrant valuation adjustment reflected on
your statement of cash flows, as it does not appear to correlate to your related narrative discussion.

• Tell us and disclose why you appear to have adjusted subscriptions receivable,
common stock and additional paid-in capital. If these adjustments relate to a change
in how you recorded the amount of the common stock that you issued in exchange for
debt, clarify that fact and detail the adjustment amounts that resulted from recording
the common stock issued at fair value.

• Please clarify the nature of the $749,640 change in “cash flows from financing
activities,” as the adjustment disclosed does not correspond to the change in the
accompanying table.

Mr. James Hayward
Applied DNA Sciences, Inc.
December 13, 2006
Page 4

8. Please clarify to us and in the filing why you believe that you appropriately classified certain
error corrections within interest income (expense) for all periods presented in Note I of your
interim financial statements and Note M of your annual financial statements.

Notes to (Audited) Consolidated Financial Statements (Restated)
 Note D- Private Placement of Convertible Notes, page F-78

9. We acknowledge your response to comment 8 of our letter dated May 1, 2006. We are aware
that the EITF has not reached a consensus on the registration rights/liquidating damages issue
contemplated under EITF No. 05-4.  Please revise the disclosure in your Form SB-2 to
indicate how you account for your various registration rights agreements pursuant to the views presented in Issue Summary No. 1 to EITF No. 05-4.

Note M – Restatement of Financial Statements, page F-91

10. Please revise your disclosure to detail the nature of each restatement line item; in so doing,
ensure that  the changes in the various financial statement line items correlate to your the narrative discussion.  For example, clarify why selling, general, and administrative expense
and interest income (expense) changed significantly.  Additionally, please address our above
comments with respect to your interim financial statements as necessary.

* * * * *
 As appropriate, please amend your filings in response to these comments.  You may wish to
provide us with marked copies of the amendments  to expedite our review.  Please furnish a cover
letter with your amendments that keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that
we may have additional comments after reviewing your amendments and responses to our comments.

You may contact Amy Bruckner, Staff Accountan t, at (202) 551-3657 or Mary Mast, Senior
Accountant, at (202) 551-3613 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Krug, Se nior Staff Attorney, at (202) 551-3682 with any
other questions.

Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r

cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP
666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

Mail Stop 6010 Via Facsimile and U.S. Mail

May 1, 2006
  Mr. James Hayward Chief Executive Officer Applied DNA Sciences, Inc.  25 Health Sciences Drive, Suite 113 Stony Brook, NY 10532
Re: Applied DNA Sciences, Inc.
  Amendment No. 7 to Registra tion Statement on Form SB-2
  Filed April 17, 2006   File No. 333-122848

Dear Mr. Hayward:
We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y 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.

Amendment No. 7 to Registration Statement on Form SB-2

General
 1. Prior to requesting acceleration for effectiv eness, please amend your Form 10-KSB for
the year ended September 30, 2005, as applicab le, to comply with our comments on your
Form SB-2.
 2. Prior to requesting acceleration for effectiv eness, please refer to Item 310(g) of
Regulation S-B and consider whether you need  to include, in an amended registration

Mr. James Hayward
Applied DNA Sciences, Inc. May 1, 2006 Page 2
statement on Form SB-2, unaud ited financial statements for the three and six months
ended March 31, 2006.
 Consolidated Financial Statements

 Index to Financial Statements, page F-1

 3. The index to your financial statements indi cates that the report of your independent
registered public accounting firm is f ound on page F-43; however, the independent
accountant’s report does not appe ar anywhere in the document. Please revise your Form
SB-2 accordingly.
 Consolidated Statements of Cash Flows, page F-56

 4. We acknowledge the information provided in “Exhibit B” in response to comment 14 of
our letter dated January 26, 2006; however, we re iterate our request th at provide to us a
reconciliation between your statement of cash flows and your statement of shareholders’
deficit for the year ended September 30, 2005. In particular, please tell us how the
following line items on your September 30, 2005 statement of cash flows correlate to the
aggregate of the individual transactions on the statement of sh areholders’ deficit:
“common stock issued in exchange for consultant services  rendered”- $14,805,128;
“ESOP shares”- $3,960,000; and “amortizati on of beneficial c onversion feature”-
$8,836,000.
  Notes to (Audited) Consolidated Financial Statements

 Note B- Acquisition of Intangible Assets, page F-64

 5. We acknowledge your response to comment 3 of our letter dated January 26, 2006. You
disclose that you acquired “proprietary DNA anti-counterfeit trade secrets developed by
Biowell,” but then state that there were no projects in place at acquisition or future
research and development activities planned with  respect to the intellectual property that
you acquired from Biowell, which is the ba sis for your assertion that the $14.7 million
did not represent IPRD at acquisition. This  assertion appears c ontradictory to your
“Intellectual Property” discussi on on page 29 and your disclosu re on page 36; that is, it
appears that research and development activi ties are the core of your company’s business
and that there are projects under developm ent that utilize the Biowell intellectual
property. Please revise your statement of operations for the year ended September 30,
2005 to reflect the $14.7 million charge as IPRD or  provide us with further information to
clarify why it is not an IPRD charge pursuant to paragraph 42 of SFAS No. 141.
 6. Additionally, please clarify whether the “dev eloped core technologies” and “developed
product technologies” that you acqui red from Biowell meet the criteria of paragraph 11 c.
of SFAS No. 2.  It appears that you are usi ng these technologies in conjunction with
research and development projects.

Mr. James Hayward
Applied DNA Sciences, Inc. May 1, 2006 Page 3   Note E- Capital Stock, pages F-73 and F-74

 7. Please provide us with a r econciliation of the note conve rsion transactions that you
outlined for the three months ended March 31, 2 005 to those disclosed in Note B of your
Form 10-QSB/A for the period ended March 31, 2005. Based on the information
provided, it appears that you converted $2,246,056 of  your notes payable in exchange for
6,488,051 shares during the three months ended March 31, 2005; however, the disclosure
in Note B of your March 31, 2005 Form 10- QSB/A indicates t hose figures as $4,221,320
and 7,998,551, respectively.
  Note F- Stock Options and Warrants, pages F-77 - F-80

 8. We acknowledge your response to comments 4 and 5 of our letter dated January 26,
2006. Your registration rights ag reement appears to require you to file a registration
statement that is declared effective by the SEC and to keep the registration statement continuously effective for a preset time pe riod, or you are required to pay a liquidated
damages payment equal to 3.5% per month on the face value of the related convertible
notes, with no cap on the maximum penalty that  could be incurred.  The EITF recently
deliberated the impact of these liquidate d damages clauses and the effect on the
accounting and classification of instruments s ubject to the scope of EITF 00-19 in EITF
05-4 The Effect of a Liquidated Damages Cl ause on a Freestanding Financial Instrument
Subject to Issue No. 00-19.   The EITF has not reached a consensus on this issue and has
deferred deliberation until the FASB addresse s certain questions which could impact a
conclusion on this issue; however, different  views on this issue are outlined in Issue
Summary No. 1 to EITF 05-4.  Tell us how you viewed and accounted for the registration
rights agreement and the related warrants.  Please also refer to the Division of
Corporation Finance "Current Accounting and Disclosure Issues" Section II(B) -
Classification and Measurement of Warrants and Embedded Conversion Features (New).
You can find this at the following website: http://www.sec.gov/divisions/corpfin/acctdis120105.pdf.

 9. Additionally, you disclose that your liquidating damages are a “penalty.” This appears to
render your ability to settle in unregistered sh ares an uneconomic alte rnative that you are
precluded from considering in lieu of cash settlement. Considering this, please tell us
how you determined that you could classify the warrants within equity based on the
provisions of EITF No. 00-19.
 10. We acknowledge your response to comments 6 and 7 of our letter dated January 26,
2006. Please provide us with your explicit anal ysis of whether the warrants meet the
definition of a derivative instrument unde r SFAS No. 133, paragraph 6, and provide us
with your corresponding point-by- point analysis of whether th e warrants meet all of the
criteria outlined in paragraphs 12-32 of EITF No. 00-19 in order to qualify for the
paragraph 11a.) scope exception under SFAS No. 133 and ultimately reside in equity.

Mr. James Hayward
Applied DNA Sciences, Inc. May 1, 2006 Page 4  11. We acknowledge your response to comment 9 of our letter da ted January 26, 2006.
Please revise your disclosure to clarify and quantify your accounting for the 3 million
warrants issued to directors and advisors during the three months ended September 30,
2005. That is, tell us whether you initially reco rded the fair value of  the shares within
equity and subsequently valu ed them as a derivative liability under SFAS No. 133 due to
the “cashless exercise” provisions available to the warrant holders, as this is unclear based on your current disclosure. Additionally, please provide us with your explicit analysis of whether the warrants meet the definition of a derivative instrument under
SFAS No. 133, paragraph 6, and provide us  with your corres ponding point-by-point
analysis of whether the warrant s meet all of the criteria out lined in paragraphs 12-32 of
EITF No. 00-19 in order to qualify for the paragraph 11a.) scope exception under SFAS
No. 133 and ultimately reside in equity.

12. In your response to comments 4-7, you repeat edly state that the penalties for the
January/February 2005 warrants an d the July 2005 Trilogy warrant s can be settled in cash
or unregistered shares.  Please tell us w hy you do not believe the shares need to be
registered.  For example, the definition of “r egistrable securities” in paragraph 1.1(i) of
Exhibit 4.4 to your 8-K filed January 28, 2005 for the January/February 2005 convertible
notes offering appears to indi cate that shares issued in  conjunction with the warrant
shares would be “registrable.”   In addition, on page 79, you st ate that you also agreed to
file a registration statement underlying the Tr ilogy warrants and that , in the event Trilogy
successfully brings a claim against you rela ting to this matter, it could result in a
significant decrease in your liquidity or assets, which also alludes to a penalty.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

 Condensed Consolidated Statement of Cash Flows, page 17

 13. We acknowledge your response to comment  14 of our letter dated January 26, 2006.
Please provide us with additional information to clarify the errors that you have identified in Exhibit B, as follows:

• Notation A in Exhibit B indicates that  you have “missed” reflecting expense
related to common shares issued in ex change for services rendered by non-
employee consultants of $831,000. Please te ll us whether your statement of
operations for the three months ended June 30, 2005, as presented in your Form
10-QSB, correctly reflected the $831,000 in that period.

• Notation B in Exhibit B indicates that you di d not record the shares issued in your
note conversion transactions at their fair value, whic h would have resulted in
incremental conversion expense. Pl ease reconcile the $4,474,533 in “debt
exchanged for stock” to the statement of  shareholders’ deficit at June 30, 2005
and tell us whether that amount reflec ts non-cash expense, as your response
indicates that you simply offset the net book value of the debt converted to equity

Mr. James Hayward
Applied DNA Sciences, Inc. May 1, 2006 Page 5
and did not record any expense. Please also  tell us the net boo k value of the debt
converted to shares from 1/1/05 thro ugh 6/30/05 and correlate that to the
$4,474,533 and the $(2,313,500).
 Form 10-QSB/A#2 for the Fiscal  Quarter Ended March 31, 2005

 General

 14. As acknowledged in your response to comment  11 of our letter dated January 26, 2006,
prior to requesting acceleration of effectiv eness for your Form SB-2, please amend your
March 31, 2005 Form 10-QSB to appropriately  present the financial statements as
“restated.”
Notes to (Unaudited) Condensed Consolidated Financial Statements

Note B- Capital Stock, page 25
 15. We acknowledge your response to comments 12 and 13 of our letter dated January 26,
2006, inclusive the information provided in “Exh ibit A.” You disclose in Note B that you
retired an aggregate of $4,221,032 in conve rtible notes payable by issuing 7,998,551
shares of your common stock; however, th e information provided in Exhibit A with
respect to the “Lee” transaction, coupled with  your assertion that you did not charge
anything to the statement of operations, indi cates that you did not account for the fair
value of any incremental consideration paid to  retire the convertible notes. Please provide
us with a reconciliation that details each of the note payable convers ion transactions that
you effected during the three months ended March 31, 2005, including: the net book
value of the convertible debt retired; the value of  the shares issued through stockholders’
equity; and any amounts charged to your statement of operations  for the fair value of any
incremental consideration paid.
 16. Additionally, giving considera tion to our comment above, pl ease provide us with the
related restatement disclosures required by paragraph 26 of SFAS No. 154, inclusive of
any revisions to your original restatement of $2.9 million.

* * * * *
As appropriate, please amend your filings in response to these comments.  You may wish
to provide us with marked copies of the amendm ents to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.

Mr. James Hayward
Applied DNA Sciences, Inc. May 1, 2006 Page 6
  You may contact Amy Bruckne r, Staff Accountant, at (202) 551-3657 or Mary Mast,
Senior Accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug, Senior Staff Attorney, at (202) 551-
3609 with any other questions.

Sincerely,

Jeffrey P. Riedler
        A s s i s t a n t  D i r e c t o r    cc: Joe Daniels, Esq.
Fulbright & Jaworski LLP  666 Fifth Avenue, 31
st Floor
New York, NY 10103-3198

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
Via Facsimile and U.S. Mail

January 26, 2006

Mr. James Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
25 Health Sciences Drive, Suite 113
Stony Brook, NY 10532

Re:	Applied DNA Sciences, Inc.
		Amendment Nos. 5 and 6 to Registration Statement on Form
SB-2
		Filed January 18, 2006
		File No. 333-122848

Dear Mr. Hayward:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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
explanation.
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.

Amendment No. 6 to Registration Statement on Form SB-2

General

1. Prior to requesting acceleration for effectiveness, please
amend
your Form 10-KSB for the year ended September 30, 2004 and your
Forms
10-QSB for the quarters ended December 31, 2004, March 31, 2005
and
June 30, 2005, as applicable, to comply with our comments on your
Form SB-2.

2. Prior to requesting acceleration for effectiveness, please
refer
to Item 310(g) of Regulation S-B and consider whether you need to
include, in an amended registration statement on Form SB-2,
unaudited
financial statements for the quarter ended December 31, 2005.

Notes to Consolidated Financial Statements

Note B- Acquisition of Intangible Assets, page F-26

3. Please revise your disclosure to include further detail
regarding
the intellectual property assets that you acquired in the Biowell
transaction; that is, specify what you acquired and how you
ascribed
the value of $9.4 million to those assets. Please also clarify why
you believe the amount does not represent in-process research and
development.  Additionally, please tell us how you determined the
useful life of the intellectual property, correlating your
response
to paragraph 11 of SFAS No. 142. Finally, please provide us with
additional information regarding the $14.7 million charge to
operations and address whether that charge relates to your
acquisition of in-process research and development, in which case
you
should revise your statement of operations accordingly.

Note E- Capital Stock, page F-39

4. Per the disclosure herein and on page 27, we note that the 15.1
million warrants issued in conjunction with your January/February
2005 $7.371 million convertible notes offering are subject to a
registration rights agreement, pursuant to which you are currently
incurring liquidating damages. Please explain your basis for
recording the warrants with an entry to additional paid in
capital.
Note paragraphs 14 - 18 of EITF No. 00-19, which discuss the
accounting treatment when a contract is not permitted to be
settled
in unregistered shares.  Given the penalties outlined in the
registration rights agreement, it appears the warrants should be
classified as a liability under EITF No. 00-19 at fair value, with
changes in fair value recorded in earnings; that is, similar to a
derivative under SFAS No. 133.

5. Additionally, please discuss the registration rights agreement
in
the notes to your consolidated financial statements and clearly
outline its requirements.  Discuss the potential amount of damages
possible under the contract, including whether any cap exists to
limit such damages, and the details of the investors` option to
have
such damages settled in shares.  Please specify the financial
statement line items where you have reported the approximately
$777,000 damages that you appear to have recorded through
September
30, 2005.

Note F- Stock Options and Warrants, page F-41

6. We note your response to comment 10 per our letter dated
November
8, 2005, as well as the relevant disclosure outlining the Trilogy
transaction. Please provide us with your detailed analysis that
led
you to conclude that the warrants issued qualify as derivative
instruments that should be accounted for under SFAS No. 133,
including your detailed assessment under EITF No. 00-19.
Additionally, please specify exactly how you valued and recorded
the
derivative liability in your June 30, 2005 financial statements,
that
is, what fair value methodology you are utilizing under SFAS No.
133;
and please specify where in your statement of operations you have
reported the mark-to-market expense that you have recorded to
date.

7. Additionally, please discuss the registration rights agreement
related to the Trilogy transaction in the notes to your
consolidated
financial statements and clearly outline its requirements and the
related damages you may incur, if any. Please address whether the
investors have the option to have such damages settled in shares.

8. Please provide us with a detailed analysis supporting your
reversal of $765,460 and $794,642 in expense related to
"compensatory
warrants," which you state was done pursuant to the provisions of
EITF No. 00-19. Please include your assessment of the accounting
treatment for each of the underlying issuances and tell us how you
came to the conclusion that there should be no charge to your
statement of operations for those warrants for the periods ended
June
30, 2005 and September 30, 2005.  Outline your correlation to EITF
No. 00-19, as it appears you are basing your periodic valuation on
the intrinsic value of the warrants issued. You should be
designating
fair value according to an acceptable methodology under SFAS No.
133.

9. Please provide us with additional information regarding the
registration rights agreement related to the 3 million warrants
issued to directors and advisors and revise the disclosure in the
notes to your consolidated financial statements. Specify when you
issued these warrants and address the appropriate accounting under
EITF No. 00-19, considering the accounting treatment when a
contract
is not permitted to be settled in unregistered shares.

10. Please provide us with additional information regarding your
accounting policy with respect to your ESOP. Address the terms of
the
ESOP and how you have recognized compensation cost in your
statements
of operations for the applicable reporting periods. Please cite
the
authoritative literature that supports your treatment.

Form 10-QSB/A No. 2 for the Fiscal Quarter Ended March 31, 2005

General

11. As acknowledged in your response to comment 12 per our letter
dated November 8, 2005, please amend your March 31, 2005 Form 10-
QSB
to appropriately present the financial statements as "restated"
and
to provide the related footnote disclosure in accordance with APB
No.
20. Additionally, please revise the net loss per share amounts on
page F-66.

Notes to Unaudited Condensed Consolidated Financial Statements

Note B- Capital Stock, page 25

12. We acknowledge your response to comment 13 per our letter
dated
November 8, 2005. We reiterate our initial request that you
provide
us with additional information that specifically correlates the
$2.9
million restatement for the period ended March 31, 2005 to the
individual transactions outlined in Note B to your unaudited
condensed consolidated financial statements. The information in
Note
B does not correlate to that provided as the restatement detail in
Exhibit B to your response letter dated October 28, 2005 and we
again
request that you clarify this apparent discrepancy.

13. Additionally, your response to comment 13 indicates that you
have
recently revised the amount of your restatement for the period
ended
March 31, 2005 from $2.9 million to $1.5 million. Please provide
us
with the detailed calculation that outlines the $1.4 million
"overstatement" that you have recently uncovered and correlate
that
information to the specific related transactions in Note B to your
March 31, 2005 unaudited condensed consolidated financial
statements.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

Statements of Cash Flows, page 17

14. We acknowledge your response to comment 8 per our letter dated
November 8, 2005. Please provide us with specific detail regarding
your $2.9 million reclassification of cash used in financing
activities to cash used in operating activities, as the origin of
the
reclassification is not readily apparent from your response.
Additionally, please reconcile the line item "common stock issued
in
exchange for consultant services rendered" of $15.4 million to the
corresponding statement of shareholders` deficit for the nine
months
ended June 30, 2005, as we are unable to come to your total.
Please
also provide us a with a similar reconciliation of that line item
for
the September 30, 2005 cash flow statement.

*	*	*	*	*
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact John Krug, Senior Staff Attorney, at
(202)
551-3609 with any other questions.

      Sincerely,

      Jeffrey P. Riedler
								Assistant Director

cc:	Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, NY 10018

??

??

??

??

Mr. James Hayward
Applied DNA Sciences, Inc.
January 26, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                           Applied DNA Sciences, Inc.
                       25 Health Sciences Drive, Suite 113
                           Stony Brook, New York 11790

================================================================================

January 17, 2006

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                  Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Amendment No. 4 to Registration Statement on Form SB-2
                  File No. 333-122848
                  Amended Registration Statement filed October 28, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission as set forth in a comment letter dated November 8, 2005 (the "Comment
Letter") relating to Amendment No. 4 to the Registration  Statement on Form SB-2
(the  "Registration  Statement") of Applied DNA Sciences,  Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.

     We are  filing  herewith  Amendment  No.  5 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

     1.   Prior to requesting acceleration for effectiveness,  please amend your
          Form  10-KSB  for the year  ended  September  30,  2004 and your Forms
          10-QSB for the quarters  ended  December 31, 2004,  March 31, 2005 and
          June 30, 2005, as applicable, to comply with our comments on your Form
          SB-2.

<PAGE>

Securities and Exchange Commission
January 17, 2006
Page 2 of 15

          Response
          --------

          Prior to requesting acceleration for effectiveness,  we will amend our
          Form 10-KSB for the year ended  September  30, 2004 and our Forms 10-Q
          for the quarters ended December 31, 2004,  March 31, 2005 and June 30,
          2005, as applicable, to comply with your comments on our Form SB-2.

     2.   Prior to requesting  acceleration for  effectiveness,  please refer to
          Item  310(g)(2)  of  Regulation  S-B and file an amended  registration
          statement on Form SB-2 to include your most recent  audited  financial
          statements for your fiscal year ended September 30, 2005. In doing so,
          please also file as an exhibit an updated,  signed consent report from
          your independent accountants.

          Response
          --------

          We have included our audited  financial  statements for the year ended
          September 30, 2005 in this  amendment,  along with an updated,  signed
          consent from our independent registered public accounting firm.

     3.   We note your  response  to prior  comment 1. Please  confirm  that the
          reference to Korea in the chart on page 20 is to South Korea and that,
          pursuant to your language  regarding  countries that the United States
          has  designated as state  sponsors of  terrorism,  you do not have, or
          intend to have, contacts with North Korea.

          Response
          --------

          We hereby confirm that the reference to Korea in the chart  previously
          shown on page 20 was to South Korea. We have amended our disclosure to
          state South Korea  instead of simply  Korea.  In  addition,  we hereby
          confirm that there are no past,  current or intended,  communications,
          personal contacts or contracts,  directly or indirectly, of any nature
          whatsoever  including through licensees or intermediaries,  with North
          Korea, and/or with entities in North Korea.

Liquidity and Capital Resources, pages 17-18
--------------------------------------------

     4.   Please  update the  information  regarding the  beneficial  conversion
          feature recorded and the penalties  incurred to date due to failure to
          have a registration statement effective by July 15, 2005.

<PAGE>

Securities and Exchange Commission
January 17, 2006
Page 3 of 15

          Response
          --------

          We have revised our disclosure to update the information regarding the
          beneficial  conversion feature and penalities  incurred to date due to
          our failure to have a  registration  statement  effective  by July 15,
          2005.

Consolidated Financial Statements
---------------------------------

Statements of Losses, page F-3
------------------------------

     5.   We  acknowledge  your  response  to comment  13 per our  letter  dated
          September 12, 2005.  We again request that you revise your  statements
          of  operations  for the year ended  September  30, 2003 to  separately
          present  the license fee paid to Biowell  Technology  as research  and
          development  expense.  Please also revise your statement of operations
          for the year ended  September  30,  2004,  as well as your  cumulative
          statement  of  operations,  to reflect the  research  and  development
          expense that you incurred  during those periods,  as represented to us
          in your response.

          Response
          --------

          We have revised our  cumulative  statement of  operations  and related
          footnote disclosures for the years ending 2004 and 2005 to reflect the
          research and development expense that we incurred during those periods
          as well as to  separately  present  the  license  fee paid to  Biowell
          Technology as a research and development expense.

Notes to Consolidated Financial Statements
-------------------------------------------

Note A - Summary of Accounting Policies, page F-17
--------------------------------------------------

     6.   Per your  response to comment 13, we note that you  incurred  research
          and  development  expense  during the period from  September  16, 2002
          through September 30, 2004. Please revise your disclosure accordingly.

          Response
          --------

          We have revised our  disclosure  to reflect that we incurred  research
          and  development  expenses  during the period from  September 16, 2002
          (date of inception) through September 30, 2004.

<PAGE>

Securities and Exchange Commission
January 17, 2006
Page 4 of 15

Note D - Capital Stock - pages F-21 - F-27
------------------------------------------

     7.   We  acknowledge  your  response  to comment  15 per our  letter  dated
          September 12, 2005, as well as the information provided in "Exhibit A"
          to your response. We again request the following:

          o    Please  provide us with a detailed  analysis that  quantifies the
               aggregate  understatement/overstatement  of compensation  expense
               that  occurred  in the third and fourth  quarters of 2002 and the
               first  quarter  of  2003.  Your  analysis  should  include:   the
               valuation  date/period in which the service transaction occurred;
               the valuation  calculation,  including your accounting  basis for
               ascribing  value to the shares  issued;  and the trading price of
               your common  shares at the date the services  were  provided,  if
               applicable;

          o    With  respect to Exhibit A, please  clarify for us your basis for
               the restated  amounts.  Specifically,  please specify whether the
               "price  restated"  column is based on the  trading  price or some
               other value of your common shares.  Additionally,  please clarify
               whether the "date" column relates to the date that the consulting
               services were provided and correlate  that to the period in which
               you issued the shares.

          Response
          --------

          Exhibit  A,  attached  hereto,  describes  the  material  transactions
          involving  the  issuance of our common  stock in exchange for services
          from  September  16, 2002 (date of  inception)  to March 31, 2003.  We
          related  the date of  provided  services  to the  market  price of the
          shares on the same date and  reflected  the market price in Exhibit A.
          The aggregate  understatement of expense based on the closing price of
          our common stock during this period represents  approximately  $12,000
          or 0.02% of the cumulative loss of $54.6 million as of June 30, 2005.

          Given  the  immaterial   effect  on  our  financial   statements,   we
          respectfully  request  the  adjustment  arising  from this  comment be
          waived.

          In the "price  restated"  used in Exhibit A in the  October  28,  2005
          response,  we should have indicated  "Market price" instead.  The date
          column  corresponds  to both the service  provided date as well as the
          issuance date.

Unaudited Condenses Consolidated Statements of Cash Flows, page F-49
--------------------------------------------------------------------

     8.   We  acknowledge  your  response  to comment  17 per our  letter  dated
          September  12, 2005.  Please  provide us with  additional  information
          about or  reconcile  for us the  following  items for the nine  months
          ended June 30, 2005:
<PAGE>

Securities and Exchange Commission
January 17, 2006
Page 5 of 15

          o    The "proceeds from loans" of $843,971;

          o    The  "common  stock  canceled   previously  issued  for  services
               rendered"  of  $(642,098)  as it  relates  to  the  corresponding
               statements of stockholders' deficit;

          o    The "common  stock  issued in exchange  for  consulting  services
               rendered"  of  $13,037,773  as it  relates  to the  corresponding
               statements of stockholders' deficit;

          o    The "amortization of beneficial  conversion feature - convertible
               notes"  of  $8,836,000   as  it  relates  to  the   corresponding
               statements of stockholders' deficit;

          o    The  "proceeds  from  sale  of  common  stock,  net of  cost"  of
               $8,141,055 and the "proceeds from  subscription  of common stock"
               of $2,340,000 as each relates to the corresponding  statements of
               stockholders' deficit.

          Response
          --------

          In reviewing the June 30, 2005  transactions,  we  misclassified  some
          cash flow  items.  In the  attached  Exhibit B, we present the revised
          condensed  consolidated  statement of cash flows. We reclassified $2.9
          million from financing to operations to more properly  reflect sources
          and uses of cash.

          For the items not  affected by the  reclassification,  the  ($642,098)
          cancelled  service  shares  consist of  1,069,600  shares  returned on
          October 2004 and agrees the  Shareholder  Equity  Statement as well as
          Footnote B - Capital Stock detail for that period.

          The $8,836,000 of beneficial  conversion feature amortization consists
          of the  $1,465,000  recorded in December 2004 and the  $4,179,554  and
          $3,191,446  recorded  in  March  2005.  These  amounts  agree  to  the
          disclosures in the Statement of Shareholder Equity for each applicable
          time period.

Notes to Unaudited Condensed Consolidated Financial Information
---------------------------------------------------------------

Note G - Subsequent Events, page F-68
-------------------------------------

     9.   We  acknowledge  your  response  to comment  19 per our  letter  dated
          September 12, 2005 and request the following.

          o    Please refer to Note 2 of Item 310 of  Regulation  S-B and to the
               interpretive guidance on the distinction between a "business" and
               an "asset"  provided in Item 11-01(d) of Regulation  S-X.  Please
               then  provide  us  with  the  relevant   information  about  your
               acquisition  of Rixflex  Holdings that  supports your  conclusion
               that you have not acquired a business.
<PAGE>
Securities and Exchange Commission
January 17, 2006
Page 6 of 15

          o    Please also  provide us with your  analysis  under EIRF 98-3 that
               supports  your  determination  that you will not  account for the
               Rixflex Holdings acquisition as that of a business.

          o    Please discuss the purchase price for your acquisition of Rixflex
               Holdings  and provide a  preliminary  purchase  price  allocation
               according to the  applicable  provisions of SFAS No. 141.  Please
               also provide us with  information  that  outlines  your  specific
               analysis  of  the  substance  of  the  transaction   pursuant  to
               paragraph 17 of SFAS No. 141.

          Response
          --------

          Acquiring Entity

          On July 12,  2005,  we  acquired  certain  intangible  assets  held by
          Rixflex   Holdings,   Inc.  ,a  wholly  owned  subsidiary  of  Biowell
          Technology,  Inc. in exchange for 36,000,000  shares of our restricted
          common  stock,  or  approximately  35% of our issued  and  outstanding
          common shares. The shares were disbursed to approximately ____ Biowell
          shareholders of record subsequent to the exchange.

          In  connection  with the  acquisition  of the  intangible  assets from
          Biowell,  we were the acquiring  entity based upon the following facts
          and circumstances:

          Our owners, prior to the acquisition, retained majority control of our
          company, subsequent to the acquisition.

          The absence of a single owner or organized group of owners that hold a
          large minority interest in our company.

          While one Biowell manager joined our Board of Directors  subsequent to
          the sale of assets, the Board of Directors is controlled by our owners
          prior to the acquisition of the Biowell assets.

          Subsequent  to the  acquisition  of the  assets  and  issuance  of our
          shares, we appointed Dr. Shu, formerly of Biowell,  as our Chairman of
          the Board and Dr. Ben  Liang,  formerly  of  Biowell  as well,  as our
          Secretary.  The rest of our senior  management  positions (Chief Chief
          Executive  Officer,  Chief  Financial  Officer and  President)  had no
          relationship with Biowell.

          Based upon the above, we concluded the we were the acquiring entity.

<PAGE>
Securities and Exchange Commission
January 17, 2006
Page 7 of 15

          Acquisition of Business vs. Acquisition of Assets

          We have accounted for the  transaction as an asset acquired based upon
          the following facts and circumstances.

          The acquisition included the set of inputs:

          o    Long-lived    intangible   assets   comprised    exclusively   of
               intellectual property
          o    Two (2) senior managers of Biowell

          The set acquired did not include:

          o    Operational employees of Biowell
          o    Ability to access customers of Biowell
          o    Customer contracts
          o    Access to customers through continuity of location
          o    Processes  (including a systems to take  customer  orders,  order
               fulfillment, billing and collecting, administration of personnel,
               and operations analysis)

          Based upon the above facts and  circumstances,  we have  concluded the

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

							November 8, 2005

Mr. James Hayward
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Amendment #4 to Registration Statement on Form SB-2
      Filed October 28, 2005
	File Number 333-122848

Dear Mr. Hayward:

	We have reviewed your filing 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

FORM SB-2

General

1. Prior to requesting acceleration for effectiveness, please
amend
your Form 10-KSB for the year ended September 30, 2004 and your
Forms
10-QSB for the quarters ended December 31, 2004, March 31, 2005
and
June 30, 2005, as applicable, to comply with our comments on your
Form SB-2.

2. Prior to requesting acceleration for effectiveness, please
refer
to Item 310(g)(2) of Regulation S-B and file an amended
registration
statement on Form SB-2 to include your most recent audited
financial
statements for your fiscal year ended September 30, 2005. In doing
so, please also file as an exhibit an updated, signed consent
report
from your independent accountants.
3. We note your response to prior comment 1.  Please confirm that
the
reference to Korea in the chart on page 20 is to South Korea and
that, pursuant to your language regarding countries that the
United
States has designated as state sponsors of terrorism, you do not
have, or intend to have, contacts with North Korea.

Liquidity and Capital Resources, pages 17-18

4. Please update the information regarding the beneficial
conversion
feature recorded and the penalties incurred to date due to failure
to
have a registration statement effective by July 15, 2005.

Consolidated Financial Statements

Statements of Losses, page F-3

5. We acknowledge your response to comment 13 per our letter dated
September 12, 2005. We again request that you revise your
statements
of operations for the year ended September 30, 2003 to separately
present the license fee paid to Biowell Technology as research and
development expense. Please also revise your statement of
operations
for the year ended September 30, 2004, as well as your cumulative
statement of operations, to reflect the research and development
expense that you incurred during those periods, as represented to
us
in your response.

Notes to Consolidated Financial Information

Note A- Summary of Accounting Policies, page F-17

6. Per your response to comment 13, we note that you incurred
research and development expense during the period from September
16,
2002 through September 30, 2004. Please revise your disclosure
accordingly.

Note D- Capital Stock- pages F-21 - F-27

7. We acknowledge your response to comment 15 per our letter dated
September 12, 2005, as well as the information provided in
"Exhibit
A" to your response. We again request the following.

* Please provide us with a detailed analysis that quantifies the
aggregate understatement/overstatement of compensation expense
that
occurred in the third and fourth quarters of 2002 and the first
quarter of 2003. Your analysis should include: the valuation
date/period in which the service transaction occurred; the
valuation
calculation, including your accounting basis for ascribing value
to
the shares issued; and the trading price of your common shares at
the
date the services were provided, if applicable;

* With respect to Exhibit A, please clarify for us your basis for
the
restated amounts. Specifically, please specify whether the "price
restated" column is based on the trading price or some other value
of
your common shares. Additionally, please clarify whether the
"date"
column relates to the date that the consulting services were
provided
and correlate that to the period in which you issued the shares.
Unaudited Condensed Consolidated Statements of Cash Flows, page F-
49

8. We acknowledge your response to comment 17 per our letter dated
September 12, 2005. Please provide us with additional information
about or reconcile for us the following items for the nine months
ended June 30, 2005:

* The "proceeds from loans" of $843,971;

* The "common stock canceled- previously issued for services
rendered" of $(642,098) as it relates to the corresponding
statements
of stockholders` deficit;

* The "common stock issued in exchange for consultant services
rendered" of $13,037,773 as it relates to the corresponding
statements of stockholders` deficit;

* The "amortization of beneficial conversion feature- convertible
notes" of $8,836,000 as it relates to the corresponding statements
of
stockholders` deficit; and

* The "proceeds from sale of common stock, net of cost" of
$8,141,055
and the "proceeds from subscription of common stock" of $2,340,000
as
each relates to the corresponding statements of stockholders`
deficit.

Notes to Unaudited Condensed Consolidated Financial Information

Note G- Subsequent Events, page F-68

9. We acknowledge your response to comment 19 per our letter dated
September 12, 2005 and request the following.

* Please refer to Note 2. of Item 310 of Regulation S-B and to the
interpretive guidance on the distinction between a "business" and
an
"asset" provided in Item 11-01(d) of Regulation S-X. Please then
provide us with the relevant information about your acquisition of
Rixflex Holdings that supports your conclusion that you have not
acquired a business.

* Please also provide us with your analysis under EITF 98-3 that
supports your determination that you will not account for the
Rixflex
Holdings acquisition as that of a business.

* Please disclose the purchase price for your acquisition of
Rixflex
Holdings and provide a preliminary purchase price allocation
according to the applicable provisions of SFAS No. 141. Please
also
provide us with information that outlines your specific analysis
of
the substance of the transaction pursuant to paragraph 17 of SFAS
No.
141.

10. We note that you entered into a transaction with Trilogy
Capital
Partners, Inc. in June 2005, pursuant to which you issued a
warrant
to purchase 7.5 million shares of your common stock. We also note
that the warrant contains a cashless exercise provision. Please
provide us with your analysis as to whether this warrant qualifies
as
a derivative instrument within the scope of SFAS No. 133, which
would
necessitate that you account for the warrant at fair market value
and
record changes in that fair market value within earnings.
Additionally, please provide us with an analysis under EITF No.
00-19
that supports your classification of the warrant as an equity
instrument. Please provide all significant terms of your other
warrants outstanding and your analysis under SFAS 133 and EITF No.
00-19.  Specifically state if the agreement includes any
requirements
to register, any requirements for net cash settlement (such as a
cashless exercise feature), and any liquidating damages or
penalties
that could be incurred. Address whether or not you have sufficient
authorized shares for all warrants and convertible instruments
outstanding.

11. Additionally, please revise your financial statement
disclosures
to appropriately reflect the fact that both transactions outlined
above occurred during the nine months ended June 30, 2005. Your
characterization of each within "subsequent events" is misleading
to
investors.

Form 10-QSB/A#2 for the Fiscal Quarter Ended March 31, 2005

General

12. We acknowledge your response to comment 20 per our letter
dated
September 12, 2005, as well as the information provided in Note E
to
your unaudited condensed consolidated financial statements for the
period ended June 30, 2005. Please amend your March 31, 2005 Form
10-
QSB to appropriately present the financial statements as
"restated"
and to provide the footnote which outlines the circumstances
surrounding the restatement and its impact on your results of
operations, inclusive of the disclosures required by APB No. 20.
Additionally, we note that the net loss per share amounts
reflected
on page F-66 appear to be incorrect; please revise your
disclosures
to reflect the corrected net loss per share amounts or tell us why
you believe your net loss per share amounts are correct.

Notes to Unaudited Condensed Consolidated Financial Information

Note B- Capital Stock, page 25

13. We acknowledge your response to comment 18 per our letter
dated
September 12, 2005, as well as the information provided in
"Exhibit
B" to your response. We again request that you provide us with
additional information that correlates the $2.9 million
restatement
amount to the individual transactions outlined in Note B to your
unaudited condensed consolidated financial statements. Based on
the
information in Note B, it appears that only $1.4 million of the
3/31/05 restatement relates to the valuation of common stock
issued
to non-employee consultants, while $1.5 million relates to your
retirement of convertible debt via the issuance of common stock.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Amy Bruckner (202) 551-3657 or Mary Mast at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact John
Krug
at (202) 551-3862 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Andrea Cataneo
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, New York 10018

??

??

??

??

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

October 28, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                  Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Amendment No. 3 to Registration Statement on Form SB-2
                  File No. 333-122848
                  Amended Registration Statement filed August 29, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a  comment  letter  dated  September  12,  2005 (the
"Comment Letter")  relating to Amendment No. 3 to the Registration  Statement on
Form SB-2 (the  "Registration  Statement")  of Applied DNA  Sciences,  Inc. (the
"Company").  The answers set forth herein refer to each of the Staffs'  comments
by number.

     We are  filing  herewith  Amendment  No.  4 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

1.   We note that on pages 19 and 20 of your  SB-2,  Amendment  No. 3, you state
     that you have entered into a licensing  agreement  with Biowell  Technology
     Inc.  pursuant to which  Biowell is required to pay you a royalty of 10% on
     all net sales and is required to meet certain  minimum  annual net sales in
     various  territories,  including Iran and Syria.  In light of the fact that
     Iran and Syria have been  identified by the U.S. State  Department as state
     sponsors of terrorism and are subject to economic sanctions administered by
     the U.S.  Treasury  Department's  Office of Foreign Assets Control,  please
     describe for us the extent of your  current  and/or  anticipated  contacts,
     directly or indirectly,  including through licensees,  with Iran and Syria,
     and entities in Iran and Syria;  the  materiality  to you of your  contacts
     with  Iran  and  Syria;  and  your  view  as  to  whether  those  contacts,
     individually or in the aggregate, constitute a material investment risk for

<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 2 of 17

     your security  holders.  In preparing  your response  please  consider that
     evaluations  of  materiality  should  not be based  solely on  quantitative
     factors,  but should include  consideration  of all factors,  including the
     potential  impact of corporate  activities upon a company's  reputation and
     share value,  that a reasonable  investor would deem important in making an
     investment  decision.  In this regard,  we note that legislation  requiring
     divestment  from, or reporting of interests in,  companies that do business
     with countries  designated as state sponsors of terrorism has recently been
     adopted by Arizona and Louisiana.

     Response
     --------

     There are no past, current or intended,  communications,  personal contacts
     or contracts,  directly or indirectly,  of any nature whatsoever  including
     through licensees or  intermediaries,  with Iran and/or Syria,  and/or with
     entities  in Iran  and  Syria.  This  situation  applies  to  both  Biowell
     Technologies  Inc and to  Applied  DNA  Sciences,  Inc.  Thirty  three (33)
     countries  were  listed  in the  license  agreement.  Iran and  Syria  were
     included  simply as part of the  process  to compile a list  including  all
     countries in the geographical  territories  licensed to Biowell Technology,
     Inc. The license  agreement was composed to cover all countries in Asia and
     the Middle East. We are presently  will at all times in the future be fully
     compliant   with  all  US  Government   regulations   dealing  with  export
     restrictions.  We  have  subsequently  amended  the  license  agreement  to
     indicate  that  any  country  that has been  identified  by the U.S.  State
     Department  as state  sponsors  of  terrorism  or are  subject to  economic
     sanctions  administered by the U.S. Treasury Department's Office of Foreign
     Assets  Control,  or are in any other way  proscribed by the United States,
     will not be a territory under the license agreement until such time as that
     country has been removed  from such list of state  sponsors of terrorism or
     any other restricted list and are not subject to economic  sanctions by the
     U.S. Treasury  Department's Office of Foreign Assets Control. We have filed
     such  amendment  as an exhibit  and we have  revised  our  language  in the
     registration statement to reflect this.

2.   Prior to requesting acceleration for effectiveness,  please amend your Form
     10-KSB for the year ended  September 30, 2004 and your Forms 10-QSB for the
     quarters  ended  December  31, 2004,  March 31, 2005 and June 30, 2005,  as
     applicable, to comply with our comments on your Form SB-2.

     Response
     --------

     Prior to requesting acceleration for effectiveness,  we will amend our Form
     10-KSB for the year  ended  September  30,  2004 and our Forms 10-Q for the
     quarters  ended  December  31, 2004,  March 31, 2005 and June 30, 2005,  as
     applicable, to comply with your comments on our Form SB-2.
<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 3 of 17

Cover Page
----------

3.   You have  registered  a total of  45,995,326  shares  of  common  stock for
     resale,  however your introductory paragraph refers to more than 55 million
     shares. Please advise or revise.

     Response
     --------

     We have revised our  introductory  paragraph to indicate that the number of
     shares of common stock  issuable upon the exercise of common stock purchase
     warrants is 20,367,000, not 30,367,000.

Overview, page 23
-----------------

4.   Please file as exhibits the agreements with Holomex, and the Departments of
     Energy, Agriculture and Defense.

     Response
     --------

     We are filing  herewith the  agreements  with Holomex and the Department of
     Energy.  Our research  agreement  with the  Department of  Agriculture  has
     expired and there is no written  agreement  with the Department of Defense.
     We have amended the  disclosure  throughout the  registration  statement to
     remove any  reference  to  agreements  with the  Departments  of Defense or
     Agriculture.

5.   Additionally  for each of these  agreements,  please  describe the material
     provisions of these  agreements in the Business  section.  Your  discussion
     should include:

          -    All  material  rights  and  obligations  of  the  parties  to the
               agreement;
          -    Duration of the agreement;
          -    Payment terms;
          -    Termination   provisions,   including   consequences   of   early
               termination; and
          -    Any other terms that may be considered material.

     If you believe the agreements  are made in the ordinary  course of business
     and does not need to be filed as exhibits,  supplementally,  please provide
     your analysis explaining why you believe the agreements are immaterial.
<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 4 of 17

     Response
     --------

     We have revised our  disclosure  in the  Business  section to provide for a
     description of our agreements with Holomex and the Department of Energy and
     to describe all material terms of these agreements.

Product Research and Development
--------------------------------

Textiles, page 33
-----------------

6.   Please  provide us  supplementally  with a copy of the Department of Energy
     report.  We may have additional  comments.  In addition,  please expand the
     discussion to indicate when the report was prepared and released.

     Response
     --------

     We are providing to you, on a supplemental  basis, a copy of the Department
     of Energy report.  We have further  revised our disclosure to indicate that
     the report was prepared on June 1, 2005 and the final  version was provided
     to us on June 9, 2005.

7.   Please  expand  the  discussion  to  indicate  the  extent to which you are
     compensated  for the expenses  incurred for the treated  threads and labels
     you refer to in your discussion.

     Response
     --------

     We have  revised our  disclosure  to indicate  that we provided  the sewing
     thread and labels and that the cost for these items was nominal.

8.   Please expand the  discussion to explain what you mean by "obtaining  final
     product  liability  underwriter   approval,"  when  you  applied  for  such
     coverage,  the amount of coverage,  and when you anticipate marketing these
     products to consumers.

     Response
     --------

     We have revised our disclosure to indicate that the tests  conducted by the
     Department of Energy have demonstrated that DNA coated onto various threads
     can be  recovered  in a  laboratory  setting,  and is a feasible way to add
     DNA-based  security  to textile  products.  As the tests  conducted  by the
     Department  of Energy have  assured us that DNA can be reliably  recovered,
     and results are satisfactory to both us and Champion Thread,  we are in the
     process  of  obtaining  product  liability  insurance  and will  anticipate
     marketing these products to consumers shortly thereafter.
<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 5 of 17

Inks/coatings, page 33
----------------------

9.   We note your reference to "a ten-fold speed improvement." Have you achieved
     this increase in speed,  when did you achieve this  increase,  and for whom
     was the  demonstration?  If you have not achieved the increase in speed, to
     what extent have you improved  the speed and why was the ten-fold  increase
     deemed necessary for prototype kits?

     Response
     --------

     We have revised our disclosure to indicate that  conventional  PCR can take
     approximately four to five hours to detect and verify DNA. Our commercially
     available machine, the Real-Time PCR, can detect the presence of DNA in the
     matter of a half-hour. In the test conducted by the Department of Energy, a
     comparison was made between  conventional PCR and our RT-PCR,  which showed
     that by choosing our RT-PCR, the time-to-result duration can be improved 10
     fold. This information can be seen in the report we have provided to you on
     a supplemental basis.

Substrates/holograms, page 34
-----------------------------

10.  Please update your discussion  relative to your test results.  In addition,
     please expand the discussion to clarify the  relationship  of your research
     with hot stamp varnish and the  Department of Energy.  Is the Department of
     Energy paying you for this research or otherwise  compensating  you? Is the
     Department of Energy conducting the tests?

     Response
     --------

     We have revised our  disclosure  to indicate that test results show that by
     using RT-PCR and proper extraction protocol,  DNA can be recovered from hot
     stamp varnish on the hologram.  We have  submitted the DNA  concentrate  to
     Holomex  for  formulation  of the hot stamp  application.  We have  further
     revised our  disclosure to indicate that pursuant to our agreement with the
     Department of Energy,  they perform validation tests under our CRADA and we
     pay for all testing services.

11.  Please  expand  the   discussion  to  clarify  and  describe  the  specific
     relationship  with  the  Department  of  Agriculture.  Who will pay for the
     services of the Agriculture Research Service lab?

     Response
     --------

     As discussed above,  our CRADA with the Department of Agriculture  expired;
     therefore, we have removed all references to an agreement with them.
<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 6 of 17

12.  Please expand the discussion  concerning the Oak Ridge National  Laboratory
     demonstration  to  describe  the  nature  of the  demonstration,  when  the
     demonstration will occur, how many other technologies  and/or companies are
     competing  with you,  and the extent you which you will be  reimbursed  for
     your presentation.

     Response
     --------

     We have  revised our  disclosure  to discuss as much as we are aware of the
     nature of the demonstration. The disclosure we make is as follows:

     The  Department of Energy was  developing  an  initiative  to identify,  or
     develop marker systems to defeat counterfeiting of textile goods. Oak Ridge
     National  Laboratory  was to manage the  project  and the  funding  for the
     Department of Energy. We are only aware of the competitive  technologies of
     nano-barcodes and another non-specific low energy nuclear marker. Oak Ridge
     National Laboratory cannot provide details of these technologies to us. Oak
     Ridge National  Laboratory was to evaluate these two technologies,  and our
     DNA solution;  once finally developed fully, which requires a reader system
     to make it a complete  solution.  Since the  Department  of Energy is still
     addressing  this  development  work,  we have not  submitted the DNA marker
     technology to Oak Ridge National Laboratory for evaluation.  Any submission
     we make in connection with this program will be done at our own expense. We
     have other concerns that Oak Ridge National  Laboratory may be developing a
     marker on their own, with another industry partner. If this turns out to be
     the case,  it is not  likely we will  participate  in the ORNL  evaluation.
     However, we maintain the possibility of future collaborative  opportunities
     to develop a solution  for a  particular  industry  application,  where the
     Idaho  National  Lab and Oak  Ridge  National  Laboratory  can  assist  us,
     possibly under separate agreements.

Consolidated Financial Statements
---------------------------------

Statements of Losses, page F-3
------------------------------

13.  We  acknowledge  your  response to comment 8 per our letter  dated June 27,
     2005. We continue to believe that, according to paragraphs 11 (c) and 13 of
     SFAS No.  2,  the  license  fee paid to  Biowell  Technology  represents  a
     research and development  cost and should be separately  classified on your
     statements of  operations.  In  particular,  we reference your statement on
     page F-32,  which seems to indicate that the license is the  foundation for
     your further development of products, as opposed to your assertion that the
     license  related to the  marketing  of existing  Biowell  products.  Please
     revise your statements of operations for all affected periods  accordingly,
     or provide us with additional information to support your classification of
     this license fee within selling, general and administrative expense.
<PAGE>
Securities and Exchange Commission
October 28, 2005
Page 7 of 17

     Response
     --------

     We  acknowledge  the payments made in connection  with the Biowell  license
     represent   research  and  development   expenditures.   Our  research  and
     development  footnote to financial statements have been revised to disclose
     research and development costs, including the license fees paid to Biowell

     The Company accounts for research and development  costs in accordance with
     the  Financial   Ac

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

							September 12, 2005

Peter Brocklesby
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Amendment #3 to Registration Statement on Form SB-2
      Filed August 29, 2005
	File Number 333-122848

Dear Mr. Brocklesby:

	We have reviewed your filing 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

FORM SB-2

General
1. We note that on pages 19 and 20 of your SB-2, Amendment No. 3,
you
state that you have entered into a licensing agreement with
Biowell
Technology Inc. pursuant to which Biowell is required to pay you a
royalty of 10% on all net sales and is required to meet certain
minimum annual net sales in various territories, including Iran
and
Syria.  In light of the fact that Iran and Syria have been
identified
by the U.S. State Department as state sponsors of terrorism and
are
subject to economic sanctions administered by the U.S. Treasury
Department`s Office of Foreign Assets Control, please describe for
us
the extent of your current and/or anticipated contacts, directly
or
indirectly, including through licensees, with Iran and Syria, and
entities in Iran and Syria; the materiality to you of your
contacts
with Iran and Syria; and your view as to whether those contacts,
individually or in the aggregate, constitute a material investment
risk for your security holders.  In preparing your response please
consider that evaluations of materiality should not be based
solely
on quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities
upon
a company`s reputation and share value, that a reasonable investor
would deem important in making an investment decision.  In this
regard, we note that legislation requiring divestment from, or
reporting of interests in, companies that do business with
countries
designated as state sponsors of terrorism has recently been
adopted
by Arizona and Louisiana.
2. Prior to requesting acceleration for effectiveness, please
amend
your Form 10-KSB for the year ended September 30, 2004 and your
Forms
10-QSB for the quarters ended December 31, 2004, March 31, 2005
and
June 30, 2005, as applicable, to comply with our comments on your
Form SB-2.

Cover Page
3. You have registered a total of 45,995,326 shares of common
stock
for resale, however your introductory paragraph refers to more
than
55 million shares.  Please advise or revise.

Overview, page 23
4. Please file as exhibits the agreements with Holomex, and the
Departments of Energy, Agriculture and Defense.
5. Additionally for each of these agreements, please describe the
material provisions of these agreements in the Business section.
Your discussion should include:

* All material rights and obligations of the parties to the
agreement;
* Duration of the agreement;
* Payment terms;
* Termination provisions, including consequences of early
termination; and
* Any other terms that may be considered material.
 	If you believe the agreements are made in the ordinary course
of
business and does not need to be filed as exhibits,
supplementally,
please provide your analysis explaining why you believe the
agreements are immaterial.

Product Research and Development

Textiles, page 33
6. Please provide us supplementally with a copy of the Department
of
Energy report.  We may have additional comments.  In addition,
please
expand the discussion to indicate when the report was prepared and
released.
7. Please expand the discussion to indicate the extent to which
you
are compensated for the expenses incurred for the treated threads
and
labels you refer to in your discussion.
8. Please expand the discussion to explain what you mean by
"obtaining final product liability underwriter approval," when you
applied for such coverage, the amount of coverage, and when you
anticipate marketing these products to consumers.

Inks/coatings, page 33
9. We note your reference to "a ten-fold speed improvement."  Have
you achieved this increase in speed, when did you achieve this
increase, and for whom was the demonstration?  If you have not
achieved the increase in speed, to what extent have you improved
the
speed and why was the ten-fold increase deemed necessary for
prototype kits?

Substrates/holograms, page 34
10. Please update your discussion relative to your test results.
In
addition, please expand the discussion to clarify the relationship
of
your research with hot stamp varnish and the Department of Energy.
Is the Department of Energy paying you for this research or
otherwise
compensating you?  Is the Department of Energy conducting the
tests?
11. Please expand the discussion to clarify and describe the
specific
relationship with the Department of Agriculture.  Who will pay for
the services of the Agriculture Research Service lab?
12. Please expand the discussion concerning the Oak Ridge National
Laboratory demonstration to describe the nature of the
demonstration,
when the demonstration will occur, how many other technologies
and/or
companies are competing with you, and the extent you which you
will
be reimbursed for your presentation.

Consolidated Financial Statements

Statements of Losses, page F-3
13. We acknowledge your response to comment 8 per our letter dated
June 27, 2005. We continue to believe that, according to
paragraphs
11 (c) and 13 of SFAS No. 2, the license fee paid to Biowell
Technology represents a research and development cost and should
be
separately classified on your statements of operations. In
particular, we reference your statement on page F-32, which seems
to
indicate that the license is the foundation for your further
development of products, as opposed to your assertion that the
license related to the marketing of existing Biowell products.
Please
revise your statements of operations for all affected periods
accordingly, or provide us with additional information to support
your classification of this license fee within selling, general
and
administrative expense.

Notes to Consolidated Financial Statements

Note D- Capital Stock, pages F-22; F-25-F-27
14. We acknowledge your response to comment 11 per our letter
dated
June 27, 2005. Please provide us with the detail, specifically
outlining your treatment of the transaction on the balance sheet
and
statements of operations and stockholders` deficit, behind your
accounting for the issuance of the 10,140,000 shares to your
founders
in March 2003 below the specified $0.001 par value. Please include
references to the authoritative accounting literature that
supports
your treatment. Additionally, please specify whether there is a
legal
basis in the State of Nevada for issuing your common shares below
their stated par value.
15. We acknowledge your response to comments 9 and 10 per our
letter
dated June 27, 2005. Please provide us with an analysis that
includes
the following information for all material transactions involving
the
issuance of common stock to non-employees in exchange for
consulting
services from October 1, 2003 to the present:

* the exact valuation date/period in which the consultant rendered
the services;
* the valuation calculation, including your basis for ascribing
value
to the shares issued at the time of the transaction; that is, your
consideration of paragraphs 8/9 of SFAS No. 123;
* the trading price of your common shares at the date the services
were provided;
* the period in which you issued the common stock versus when you
recorded the related financial statement expense;
* the amounts, if any, by which you understated/overstated expense
for each financial statement period pursuant to instances in which
you did not, according to paragraph 8 of SFAS No. 123 and EITF 96-
18,
appropriately record the value of the services in the period
rendered.

Additionally, we acknowledge your assertion that the
understatement/overstatement of compensation expense that occurred
in
the third and fourth quarters of 2002 and the first quarter of
2003
would not impact your year-to-date results of operations. Please
provide us with a detailed analysis that quantifies the aggregate
understatement/overstatement, as discussed in your response to
comment 10, related to the applicable financial statement periods
presented.
16. Please provide us with information regarding your valuation of
the Biowell Technology license in January 2003, giving
consideration
to paragraphs 8 and 9 of SFAS No. 123. Please tell us why you
believe
the license value was not more reliably measurable, particularly
given that there was no market for your common stock at the time
you
issued the 1.5 million shares.

Unaudited Condensed Consolidated Financial Statements

Statements of Cash Flows, page F-77
17. Please clarify to us the nature of the proceeds from notes
converted to stock.  It does not appear that the transaction has a
cash flow effect and thus may be required to be disclosed
supplementally to your statement of cash flows instead of within
"net
cash provided by financing activities."  Refer to paragraph 32 of
SFAS No. 95.

Notes to Unaudited Condensed Consolidated Financial Information

Note B- Capital Stock, pages F-88-F-91
18. Per review of your Item 4.02 Form 8-K, as initially filed on
July
21, 2005, we note that you have revised your financial statements
for
the three and six month periods ended March 31, 2005 to reflect
additional selling, general and administrative expense of
approximately $2.9 million related to common stock issued in
exchange
for consulting services provided by non-employees. Please provide
us
with further detail with respect to this restatement, including
the
following:

* the accounting treatment and authoritative literature you relied
upon in discovering/rectifying the errors;
* the exact dates of the involved transactions, correlating to the
period in which the consultants provided their services;
* the number of shares issued in each transaction; and
* your valuation of the shares issued, including the per share
amounts as calculated prior to and subsequent to the restatement.
Additionally, we note that approximately $1.5 million of the total
restatement appears to relate to various equity transactions
involving non-employee consultants, while the remaining $1.4
million
relates to your retirement of convertible notes during the period
ended March 31, 2005. Please provide us with additional
information
regarding the restatement as it relates to these convertible debt
transactions.

Note F- Subsequent Events, page F-94
19. We acknowledge your response to comment 12 per our letter
dated
June 27, 2005. Please provide us with an analysis of your
consideration of Items 310(c) and (d) of Regulation S-B, detailing
your determination as to whether you will account for your
acquisition of all of the outstanding shares of Rixflex Holdings
Limited ("Rixflex") as that of a purchase of a business, as well
as
your analysis as to whether financial statements and pro forma
financial information are required.  Please also disclose the
purchase price and provide a preliminary purchase price
allocation.

Form 10-QSB/A#2 for the period ended March 31, 2005
20. We note that you have restated your March 31, 2005 financial
statements.  Please label the financial statements as restated and
provide a footnote that clarifies the nature of the restatement,
as
well as the disclosures required by APB No. 20.

Exhibits
21. We note your reference to exhibit 10.15 and the statement that
the agreement with Battelle Energy Alliance filed with the Form 8-
K
filed July 21, 2005.   We could not locate this agreement.  Please
advise or revise.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Amy Bruckner (202) 551-3657 or Mary Mast at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Andrea Cataneo, Esq.
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, New York 10018

Peter Brocklesby
Applied DNA Sciences, Inc.
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

August 29, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                  Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Amendment No. 2 to Registration Statement on Form SB-2
                  File No. 333-122848
                  Amended Registration Statement filed June 16, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a comment  letter dated June 27, 2005 (the  "Comment
Letter") relating to Amendment No. 2 to the Registration  Statement on Form SB-2
(the  "Registration  Statement") of Applied DNA Sciences,  Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.

     We are  filing  herewith  Amendment  No.  3 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

1.   We  understand  from your counsel you will be  obligated  to issue  penalty
     shares  if this  registration  statement  is not  declared  effective  by a
     certain  date.  Please  include a discussion  which  explains in sufficient
     detail  the   provisions  of  the  penalty   shares  in  your   prospectus.
     Additionally,  please  consider  adding a risk factor  discussing  dilutive
     effects and other material adverse consequence should this occur.

<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 2 of 8

     Response
     --------

     Pursuant to the terms of our private  placement  that closed in January and
     February 2005, if we did not have a registration  statement registering the
     shares underlying the convertible notes and warrants declared  effective on
     or before July 15, 2005, we are obligated to pay liquidated  damages in the
     amount of 3.5% per  month of the face  amount of the  notes,  which  equals
     $257,985,  until the registration  statement is declared effective.  At our
     option,  these  liquidated  damages  can be paid in cash or  shares  of our
     common  stock.  We have  revised  our  disclosure  to  include  a  detailed
     discussion of these liquidated damages and the addition of a risk factor.

2.   We note your  response  to comment 2.  Please  revise  your  disclosure  to
     indicate that Rick Langley of RHL Management, Inc. is Richard Langley Jr.

     Response
     --------

     As RHL  Management,  Inc. no longer owns 5% or more of our shares of common
     stock outstanding, we have removed all references to RHL Management,  Inc.,
     Rick Langley and Richard Langley Jr.

3.   Prior to requesting acceleration for effectiveness,  please amend your Form
     10-KSB for the year ended  September  30,  2004 and your Forms 10-Q for the
     quarters  ended  December  31,  2004 and March 31,  2005 to comply with our
     comments on your Form SB-2.

     Response
     --------

     Prior to  requesting  acceleration  for  effective,  we will amend our Form
     10-KSB for the year  ended  September  30,  2004 and our Forms 10-Q for the
     quarters  ended  December  31,  2004 and March 31, 2005 to comply with your
     comments on our Form SB-2.

Risk Factors
------------

If we Fail to Close on our Acquisition Agreement with Biowell.... page 4
------------------------------------------------------------------------

4.   Please  revise your risk  factor to update the  disclosure  concerning  the
     status of the  acquisition.  We note on page 22 all  conditions  to closing
     have been met except  for  approval  by the  shareholders  of  Biowell  and
     reorganization  of the board.  Please discuss whether Biowell  shareholders
     have voted on the transaction, if not, when will such vote be taken.

     Response
     --------

     We have  removed  this risk  factor  since we have  closed  on the  Biowell
     transaction.

<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 3 of 8

Item 26. Recent Sales of Unregistered Securities, page II-2
-----------------------------------------------------------

5.   Please indicate if any underwriters were employed in connection with any of
     the transactions set forth in Item 15.

     Response
     --------

     We have revised our disclosure at the end of Item 26 to state that, "except
     as disclosed  above,  we have not employed any  underwriters  in connection
     with any of the above transactions."

6.   Please  revise to identify  the  investors  or classes of  investors in the
     unregistered   offerings  you  describe.   Please  note  that  we  consider
     accredited  investors  to  be a  recognized  class  but  do  not  recognize
     unaccredited investors or individual investors to be acceptable classes.

     Response
     --------

     We have revised our  disclosure  to indicate that all offerings we describe
     were all to accredited investors.

7.   Please  revise your  disclosure to indicate the exemption you relied on for
     the privately placed securities from September 2002 to December 2003. Also,
     please  include  the number of  individuals  who  purchased  in each of the
     transactions described.

     Response
     --------

     We have revised our  disclosure to indicate the number of  individuals  who
     purchased in our  transactions  as well as the exemption we relied upon for
     the private placement of our securities.

Consolidated Financial Statements
---------------------------------

Statements of Losses, page F-3
------------------------------

8.   We acknowledge your response to comments 17 and 18 per our letter dated May
     23, 2005. We continue to believe  that,  according to paragraphs 11 (c) and
     13 of SFAS No. 2, the license fee paid to Biowell Technologies represents a
     research  and  development  cost.  Given  the  importance  of  the  Biowell
     Technologies  license to your  future  plan of  operations,  which  clearly
     involves  research  and  development  activities,  amounts  paid to Biowell
     pursuant to that license  agreement should be disclosed  separately on your
     statements of operations.  Please revise your  statements of operations for
     all affected periods accordingly.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 4 of 8

     Response
     --------

     In 2002, we entered into a license agreement with Biowell Technology,  Inc.
     that provided for the marketing and  distribution of Biowell's  proprietary
     DNA  technology.  The license  allowed us to market the products and we did
     not  undertake  any research and  development  activities  as defined under
     paragraphs  8 (a)  and  (b) of  SFAS  No 2.  Due to our  limited  financial
     resources,  we did not undertake any research and development activities as
     described in paragraph 9 of SFAS No 2.

     We believe that  classifying  the fee paid to Biowell  other than a license
     fee would be misleading to the reader of the financial statements.

     We  anticipate  expending  material  amounts on  research  and  development
     activities  and agree to  separately  classify  and  disclose  research and
     development expenses in future filings.

     We believes our policy regarding accounting for and disclosing research and
     development  costs is  reasonable  and  complies  with  current  accounting
     principles generally accepted in the US.

Notes to Consolidated Financial Statements
------------------------------------------

Note D- Capital Stock, page F-21
--------------------------------

9.   We  acknowledge  your  response to comment 19 per our letter  dated May 23,
     2005;  however,  it is not clear that you  addressed  our  comment.  Please
     revise your disclosure in the notes to your financial statements to clarify
     the  following  for each  issuance  of  common  stock to  non-employees  in
     exchange  for  services:  the  period in which the  employee  rendered  the
     services;  the period in which you issued the common stock and recorded the
     related  financial  statement  expense;  and your basis for recording  each
     amount  in  the  applicable   period.   Please  provide  to  us  additional
     information  to clarify the  difference  between the  issuance  date of the
     stock and the valuation date, as applicable.  Please note that if the stock
     is not issued in the same period as when the  services  are  rendered,  the
     services  should be recorded  in the period the  services  are  rendered in
     accordance  with paragraph 8 of SFAS 123 and EITF 96-18.  When the stock is
     issued,  the stock  should be  recorded  as issued at that time at the fair
     value  on  the  date  issued.   Please  revise  your  financial  statements
     accordingly  or tell us why you believe your  financial  statements  comply
     with GAAP.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 5 of 8

     Response
     ---------

     Our policy is to account for the issuance of our shares to non-employees in
     accordance  with  paragraph 8 of SFAS 123 and EITF 96-18.  We have  entered
     into over 433 equity  issuances  transactions  from our  inception  through
     March 31, 2005. With the limited  exception of six (6) equity  transactions
     since our period of inception  when our common stock did not have a market,
     our  accounting  policy  is to  record  the  financial  statements  expense
     associated with equity  compensation  to consultants  based upon the market
     value of the shares  issued at the date the shares are  issued.  The market
     value is based upon the  closing  price of our common  stock on the date of
     issuance.

     Accordingly,   we  believe  our  policy  of  accounting  for   equity-based
     compensation   transactions   is  reasonable   and  complies  with  current
     accounting principles generally accepted in the US.

10.  We  acknowledge  your  response to comment 20 per our letter  dated May 23,
     2005.  Please provide us with the basis for using  different fair values of
     your common stock for the same period for the numerous issuances during the
     periods  presented.  For  example,  the 586,250  shares had a fair value of
     $0.13 per share in  October  2002;  the 9,000  shares  had a fair  value of
     $0.065  per share in October  2002;  and the  10,140,000  shares had a fair
     value of $0.0001 per share in September 2002.

     Response
     --------

     Our policy is to account for and disclose  the value of equity  instruments
     issued for products and services to  non-employees  in accordance with SFAS
     123 and EITF 96-18.

     From our inception, we have recorded in excess of 433 equity transactions.

     Prior to our merger and  recapitalization  on October 21,  2002,  we were a
     newly formed non-operating entity with no assets and no operations. We were
     privately  held by two  individuals  and had a negative net worth.  Our two
     founders  were to receive an aggregate of  10,140,000  shares of our common
     stock in connection with the merger agreement. The Founders' shares were to
     be valued at par, which  approximated the fair value of the private company
     at the time of the merger.

     Due to our minimal activity,  lack of corporate structure and resources, we
     did not issue the shares to the Founders  until the March 2003.  We believe
     this was a ministerial act and while the cost of the shares equal to $1,104
     should have been recorded  during the period ended  December 31, 2002,  the
     amount is deemed immaterial to the financial statements taken as a whole.
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 6 of 8

     Separately,  we agreed to compensate certain consultants in connection with
     our establishment and our merger with Pro-Health in October 2002, including
     establishing our offices and developing marketing plans.

     We  compensated  the  consultants  for the  services  in  exchange  for the
     following shares of our common stock.

             Period                 Number of shares          Price per share
           October 2002                  602,000                  $.065
           January 2003                  586,250                    .13
           February 2003                   9,000                   .065
           March 2003                      6,000                   .065
           April 2003                    860,000                   .065
           May 2003                        9,000                   .065
           June 2003                     270,000                   .065

     Our  management  measured  the fair  value the common  stock  issued to the
     Consultants  based the value of our common  stock at the time the  services
     were rendered in October  2002.  We did not have a historical  market price
     for our common  stock,  and therefore the shares' fair value at the time of
     substantive  performance was based on our  approximate  book value of $.065
     per share.  Upon further  review,  the shares issued in January 2003 should
     have been valued at $.065 per share, instead of $.13 per share.

     Due to the  limitations  in our financial and  management  resources at the
     time, we did not adequately account for and accrue the equity  compensation
     to the  consultants  in October  2002,  thereby  understating  expenses and
     liabilities  as of  December  31,  2002.  We  accounted  for and charged to
     operations  the  compensation  costs in the period the shares  were  issued
     during the periods ended March 31, 2003 and June 30, 2003.

     Since any adjustments and restatements  would have no impact on our year to
     date results from  operations,  and that the adjustments are in excess of 2
     years old, we propose to waive any  restatement  adjustment to the December
     31, 2002, March 31, 2003 and June 30, 2003 financial statements.

11.  We note that you have  issued  capital  stock  below par value and that you
     have recorded negative additional paid-in capital.  Please tell us why this
     is appropriate.

     Response
     --------

     When we issue common  stock above our par value,  a premium is recorded and
     increases  additional  paid in capital.  Conversely,  when we issue  common
     stock below our par value, a discount is recorded and decreases  additional
     paid in capital.(1)
<PAGE>
Securities and Exchange Commission
August 29, 2005
Page 7 of 8

     Accordingly,  we believe the  accounting  for  issuance of our common stock
     below our par value is  reasonable,  appropriate  and complies with current
     accounting principles generally accepted in the US.

Unaudited Condensed Consolidated Financial Statements
------------------------------------------------------

Unaudited Condensed Consolidated Statements of Cash Flows, page F-81
--------------------------------------------------------------------

12.  Please  revise your  unaudited  condensed  consolidated  statements of cash
     flows to present  line items  comparable  to those  presented  in your Form
     SB-2/A filed with the Commission on April 29, 2005. We believe  Instruction
     2(1)(iv)  to Item  310(b) of  Regulation  S-B  prescribes  that you present
     detail  sufficient  to allow  investors to compare  your interim  financial

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

August 4, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    Joseph J. Roesler, Senior Accountant
                  Division of Corporation Finance

         Re:      Applied DNA Sciences, Inc.
                  Form 8-K filed July 21, 2005
                  File No. 002-90539

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a comment  letter dated July 27, 2005 (the  "Comment
Letter")  relating to the Current Report on Form 8-K (the "Form 8-K") of Applied
DNA Sciences,  Inc. (the "Company").  The answers set forth herein refer to each
of the Staffs' comments by number.

     We are filing herewith Amendment No. 1 to the Company's Form 8-K.

FORM 8-K filed July 21, 2005
----------------------------

1.   We  refer  to  Item  4.02  "Non-Reliance  on  Previously  Issued  Financial
     Statement"  of your Form 8-K filed  July 21,  2005.  We have the  following
     comments:

     o    Please disclose the date in which the conclusion was reached regarding
          the non-reliance on previously issued financial statements.

     o    As it appears that  management  reached the  conclusion  regarding the
          non-reliance of previously issued financial statements, please include
          a statement of whether the audit committee,  or the board of directors
          in the  absence  of an  audit  committee,  or  authorized  officer  or
          officers,  discussed  with the company's  independent  accountant  the
          subject matter giving rise to the conclusion.

<PAGE>
Securities and Exchange Commission
August 4, 2005
Page 2 of 2

     Response
     --------

     We have  revised our  disclosure  to  indicate  that on July 11,  2005,  we
     determined  that there were errors in our  accounting  for the valuation of
     equity consulting service  transactions  during the quarter ended March 31,
     2005 and that authorized officers discussed the matter with our independent
     registered public accounting firm.

     The  Company  acknowledges  that:  1) the  Company is  responsible  for the
adequacy  and accuracy of the  disclosure  in the filing;  2) 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 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.

     We trust that the  foregoing  appropriately  addresses the issues raised by
your recent  Letter of Comment.  Thank you in advance for your prompt review and
assistance.

                                Very truly yours,

                              /s/ PETER BROCKLESBY
                                  ----------------
                                  Peter Brocklesby
                                  President

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
								July 27, 2005

Mr. Peter Brockelsby
President
Applied DNA Sciences, Inc.
9229 Sunset Boulevard, Suite 83
Los Angles, CA 90069

Re:	Applied DNA Sciences, Inc.
	Item 4.02 Form 8-K
      Filed July 21, 2005
	File No.  002-90539

Dear Mr. Brockelsby:

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K filed July 21, 2005
1. We refer to Item 4.02 `Non-Reliance on Previously Issued
Financial
Statement` of your Form 8-K filed July 21, 2005.  We have the
following comments:

* Please disclose the date in which the conclusion was reached
regarding the non-reliance of previously issued financial
statements.

* As it appears that management reached the conclusion regarding
the
non-reliance of previously issued financial statements, please
include a statement of whether the audit committee, or the board
of
directors in the absence of an audit committee, or authorized
officer
or officers, discussed with the company`s independent accountant
the
subject matter giving rise to the conclusion.

       As appropriate, please amend your filing and respond to
this
comment within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment 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 amendment and responses to our comments.

	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 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 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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3628.

							Sincerely,

							Joseph J. Roesler
							Senior Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

							June 27, 2005

Mr. Rob Hutchison
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Amendment #2 to Registration Statement on Form SB-2
      Filed June 16, 2005
	File Number 333-122848

Dear Mr. Hutchison:

	We have reviewed your filing 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

FORM SB-2

General
1. We understand from your counsel you will be obligated to issue
penalty shares if this registration statement is not declared
effective by a certain date.  Please include a discussion which
explains in sufficient detail the provisions of the penalty shares
in
your prospectus.  Additionally, please consider adding a risk
factor
discussing dilutive effects and other material adverse consequence
should this occur.
2. We note your response to comment 2.  Please revise your
disclosure
to indicate that Rick Langley of RHL Management, Inc. is Richard
Langley Jr.
3. Prior to requesting acceleration for effectiveness, please
amend
your Form 10-KSB for the year ended September 30, 2004 and your
Forms
10-Q for the quarters ended December 31, 2004 and March 31, 2005
to
comply with our comments on your Form SB-2.

Risk Factors

If we Fail to Close on our Acquisition Agreement with Biowell ...,
page 4
4. Please revise your risk factor to update the disclosure
concerning
the status of the acquisition.  We note on page 22 all conditions
to
closing have been met except for approval by the shareholders of
Biowell and reorganization of the board.  Please discuss whether
Biowell shareholders have voted on the transaction, if not, when
will
such vote be taken.

Item 26. Recent Sales of Unregistered Securities, page II-2
5. Please indicate if any underwriters were employed in connection
with any of the transactions set forth in Item 15.
6. Please revise to identify the investors or classes of investors
in
the unregistered offerings you describe.  Please note that we
consider accredited investors to be a recognized class but do not
recognize unaccredited investors or individual investors to be
acceptable classes.
7. Please revise your disclosure to indicate the exemption you
relied
on for the privately placed securities from September 2002 to
December 2003.  Also, please include the number of individuals who
purchased in each of the transactions described.

Consolidated Financial Statements

Statements of Losses, page F-3
8. We acknowledge your response to comments 17 and 18 per our
letter
dated May 23, 2005. We continue to believe that, according to
paragraphs 11 (c) and 13 of SFAS No. 2, the license fee paid to
Biowell Technologies represents a research and development cost.
Given the importance of the Biowell Technologies license to your
future plan of operations, which clearly involves research and
development activities, amounts paid to Biowell pursuant to that
license agreement should be disclosed separately on your
statements
of operations. Please revise your statements of operations for all
affected periods accordingly.

Notes to Consolidated Financial Statements

Note D- Capital Stock, page F-21
9. We acknowledge your response to comment 19 per our letter dated
May 23, 2005; however, it is not clear that you addressed our
comment. Please revise your disclosure in the notes to your
financial
statements to clarify the following for each issuance of common
stock
to non-employees in exchange for services: the period in which the
employee rendered the services; the period in which you issued the
common stock and recorded the related financial statement expense;
and your basis for recording each amount in the applicable period.
Please provide to us additional information to clarify the
difference
between the issuance date of the stock and the valuation date, as
applicable.  Please note that if the stock is not issued in the
same
period as when the services are rendered, the services should be
recorded in the period the services are rendered in accordance
with
paragraph 8 of SFAS 123 and EITF 96-18.  When the stock is issued,
the stock should be recorded as issued at that time at the fair
value
on the date issued.  Please revise your financial statements
accordingly or tell us why you believe your financial statements
comply with GAAP.
10. We acknowledge your response to comment 20 per our letter
dated
May 23, 2005. Please provide us with the basis for using different
fair values of your common stock for the same period for the
numerous
issuances during the periods presented. For example, the 586,250
shares had a fair value of $0.13 per share in October 2002; the
9,000
shares had a fair value of $0.065 per share in October 2002; and
the
10,140,000 shares had a fair value of $0.0001 per share in
September
2002.
11. We note that you have issued capital stock below par value and
that you have recorded negative additional paid-in capital.
Please
tell us why this is appropriate.

Unaudited Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Statements of Cash Flows, page F-
81
12. Please revise your unaudited condensed consolidated statements
of
cash flows to present line items comparable to those presented in
your Form SB-2/A filed with the Commission on April 29, 2005. We
believe Instruction 2(1)(iv) to Item 310(b) of Regulation S-B
prescribes that you present detail sufficient to allow investors
to
compare your interim financial statements with your audited annual
financial statements. This seems particularly important
information
for investors in assessing your liquidity, given your going
concern
status.

Notes to Unaudited Condensed Consolidated Financial Statements

Note E- Subsequent Event, page F-95
13. Please tell us what consideration has been given to including
financial statements and pro forma information with respect to the
pending Biowell acquisition.  It appears that the transaction may
be
accounted for as a reverse acquisition.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Amy Bruckner (202) 551-3657 or Mary Mast at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director
cc:	Andrea Cataneo, Esquire
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, New York 10018
??

??

??

??

Rob Hutchison
Applied DNA Sciences, Inc.
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

June 16, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                  Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Amendment No. 1 to Registration Statement on Form SB-2
                  File No. 333-122848
                  Amended Registration Statement filed April 29, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a comment  letter  dated May 23, 2005 (the  "Comment
Letter") relating to Amendment No. 1 to the Registration  Statement on Form SB-2
(the  "Registration  Statement") of Applied DNA Sciences,  Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.

     We are  filing  herewith  Amendment  No.  2 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

1.        Please  revise to include a table of contents  pursuant to Item 502 of
          Regulation S-B.

          Response
          --------
          We have revised our prospectus to include a table of contents pursuant
          to Item 502 of Regulation S-B.

<PAGE>
Securities and Exchange Commission
June 16, 2005
Page 2 of 11

2.        Supplementally, please confirm if Rick Langley of RHL Management, Inc.
          is Richard Langley Jr.

          Response
          --------
          We hereby confirm that, to the best of our knowledge,  Rick Langley of
          RHL Management, Inc. is Richard Langley Jr.

3.        Prior to requesting  acceleration for  effectiveness,  please consider
          Item  310(g) of  Regulation  S-B and,  as  necessary,  file an amended
          registration  statement  on Form  SB-2 to  include  your  most  recent
          interim financial  statements as of and for the period ended March 31,
          2005. In doing so,  please also file as an exhibit an updated,  signed
          consent report from your independent accountants.

          Response
          --------
          We have revised our prospectus to include the financial statements for
          the quarter ended March 31, 2005 as well as obtained a revised consent
          from our independent registered public accounting firm.

Risk Factors
------------

The Biomedical  Research Products Industry is Very Competitive, and We.. page 11
--------------------------------------------------------------------------------

4.        We note your  response to comment 19 and reissue the  comment.  To the
          extent that market data information is available, please disclose your
          competitors' respective shares of your target market.

          Response
          --------
          We have revised our  disclosure to indicate that although we still are
          not aware of the total  market  size,  we have  disclosed  some of our
          competitors' revenues that we have been able to determine.

Managements  Discussion  and  Analysis  of  Financial  Condition  and Results of
Operations and Plan of Operation
--------------------------------------------------------------------------------

Intellectual Property Development Product Operations & Partnerships, page 19
--------------------------------------------------------------------------------

5.        We note your  response  to comment 33 and reissue the comment in part.
          Notwithstanding your amended disclosure,  please revise the discussion
          to state that management  believes  Applied DNA uses highly  reputable
          outside labs. In this regard, please tell us supplementally the extent
          to which you have  utilized  the  services  of labs  other  than Idaho
          National Laboratory. We may have additional comments.
<PAGE>
Securities and Exchange Commission
June 16, 2005
Page 3 of 11

          Response
          --------
          We have  revised our  disclosure  to state that we believe that we use
          highly reputable outside labs. We utilize Idaho national  laboratories
          approximately 75% of the time, Biowell laboratories  approximately 20%
          of the time,  and Charles River  laboratories,  a contract  laboratory
          located in Horsham, Pennsylvania, approximately 5% of the time.

Liquidity and Capital Resources, page 21
----------------------------------------

6.        We  acknowledge  your  response  to  comments 37 and 38 per our letter
          dated March 15, 2005.  However,  we believe that Instruction 1 to Item
          303 of  Regulation  S-B requires  disclosure  regarding  the impact of
          material  items that affect or will affect your results of operations.
          Please also refer to  Interpretation;  Commission  Guidance  Regarding
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations Release Nos. 33-8350;  34-48960;  FR-72.  Please
          then expand your  disclosure  to address the increase in your accounts
          payable and accrued  liabilities for the year ended September 30, 2004
          and the three months ended  December  31, 2004.  Additionally,  please
          include a discussion  of your  arrangement  with  Biowell  Technology,
          specifically  addressing the impact that the minimum  purchase  orders
          will have on your  results  of  operations  and cash flows in the near
          term.

          Response
          --------
          The  Registrant  has reviewed  Instruction 1 to Item 303 of Regulation
          S-B and believes the instruction  applies to issuers who have reported
          revenues from operations in each of the last two (2) years.

          The  Instruction  requires  Registrants  to provide a "discussion  and
          analysis"  focusing  specifically on material events and uncertainties
          known to management  that would cause reported  financial  information
          not to be necessarily indicative of future operating results or future
          financial condition

          The  Registrant  does not provide a  "discussion  and analysis" of its
          results of operations and financial  condition.  As previously stated,
          the  Registrant is a small  business  issuer that has not had revenues
          from operations in each of the last two fiscal years. As a result, the
          Registrant continues to believe it has met the disclosure requirements
          of Item 303 (a) and (c) and is not required to provide the information
          requested by Instruction 1.
<PAGE>
Securities and Exchange Commission
June 16, 2005
Page 4 of 11

          The  Registrant  acknowledges  that once revenues from  operations are
          generated, the Company shall comply with the reporting requirements of
          Item 303 (b) of Regulation S-B and provide the information required by
          Instruction 1.

Business
--------
Overview, page 26
-----------------

7.        We note your  statement,  "[w]e have a very  seasoned and  experienced
          management team." Please revise this and similar disclosure throughout
          the  prospectus  to indicate it is your belief and revise so as not to
          present  the  statements  as fact.  For example we note on page 33 you
          state  that  management  and the board have a "unique  combination  of
          skills for providing integrated DNA  anti-counterfeit..." In addition,
          you reference  experience totaling more than 100 years in the areas of
          anti-counterfeiting  technology,  microchip technology,  security...."
          Please provide a breakdown of management's  experience in the areas of
          anti-counterfeiting  technology  and security,  respectively,  as this
          experience is not apparent from the background  information  provided.
          We may have additional comments.

          Response
          --------
          We have revised our  disclosure  throughout the prospectus to indicate
          that it is our belief  that we have an  experienced  management  team.
          Furthermore,  we have provided a breakdown of the combined  experience
          of our officers and directors to provide  back-up to our claim that we
          have an experienced management team.

8.        We note your response to comment 41. Please revise your  disclosure to
          describe  the  effects of not closing on the  acquisition  of Biowell.
          Additionally,  please include a stand alone risk factor addressing the
          unlikely  acquisition  of Biowell  and the  consequences  should  this
          occur. We may have further comments.

          Response
          --------
          We have revised our  disclosure to discuss the pending  acquisition of
          Biowell's  technologies,  including  the effects of not closing on the
          acquisition.  In  addition,  we have added a stand  alone risk  factor
          discussing  the risks to us in the  event  that we do not close on the
          acquisition.

9.        We note your  response to comment 49. Please file the  Memorandums  of
          Understanding you refer to in your revised disclosure.

          Response
          --------
          Upon  reviewing  our  files,  we  determined  that  we  only  had  two
          memorandums  of  understanding  and  that  both  have  since  expired.
          Therefore  we have  removed all  references  to these  memorandums  of
          understanding or agreements between us.
<PAGE>
Securities and Exchange Commission
June 16, 2005
Page 5 of 11

10.       We note the Biowell license agreement has been suspended.  Please file
          this  modification  agreement  and other  revisions  to this  material
          agreement as exhibits.

          Response
          --------
          We have filed the letter  agreement  between  the  Company and Biowell
          Technology  Inc.  agreeing  to  suspend  payments  under  the  license
          agreement.

11.       Please  expand  the  discussion  to provide  additional  clarification
          concerning  how you  derive  income  from the  Biowell  agreement.  It
          appears  that in order to  maintain  the  license you have to submit a
          certain amount of purchase orders to Biowell. Does Biowell fulfill the
          orders?  How are you compensated  and on what basis? In addition,  the
          minimum  orders  necessary  to  maintain  the  license is less than $2
          million  in.  the  aggregate  for the  first  five  years.  Is this an
          indication  of the  anticipated  market for the  product?  If so, your
          business and MD&A sections  should be expanded to explain this and how
          you anticipate generating profits.

          Response
          --------
          We have revised our  disclosure  to indicate  that we place the orders
          with  Biowell  who  fulfills  the order.  We charge  our  clients at a
          premium to our cost from Biowell,  which is how we derive our revenue.
          We further  revised our  disclosure to indicate that the $2 million in
          aggregate  purchase  orders for the first five years of the license is
          not an indication of the market for the products,  but a consideration
          of what is involved in the establishment of a new business product.

12.       We  note  the  Biowell  agreement  can  be  terminated  under  certain
          conditions several of which appear to be applicable, including failure
          to make minimum payment guarantees and insolvency. Please describe the
          steps  you have  taken to cure any  breach  of the  agreement  and the
          manner in which the  original  agreement  may have been  modified.  In
          addition,  in view of the  large  number of  shares  issued  since you
          originally   entered   into  the   Biowell   agreement,   please  tell
          supplementally  why there has not been a change of control which would
          also result in a breach of the agreement.

          Response
          --------
          We have revised our disclosure to indicate that all payments due or to
          become  due  under  the  license  agreement  have  been  suspended  in
          contemplation of the proposed  acquisition.  With regards to potential
          breaches  for  insolvency  or change of  control,  although  our debts
          exceed our  assets,  we have not  ceased  paying our debts and we have
          been able to meet our debts as they become due.  When we executed  the
          license  agreement,  our  liabilities  exceeded  our assets and it was
          understood  between  the  parties  that such would not  change.  Also,
          although  we have  issued  more  than 50% of our  stock in a number of
          unrelated  transactions,  which could conceivably  trigger a change of
<PAGE>
Securities and Exchange Commission
June 16, 2005
Page 6 of 11

          control,   most  of  those  shares  were  issued  in  connection  with
          conditions we  negotiated  with Biowell for the  acquisition  of their
          technology.  For example,  conditions  precedent to the acquisition of
          the Biowell technology was the raising of over $5 million in a private
          placement and the elimination of all our debt, which were done through
          the issuance of a significant number of shares.

13.       We note your  response to comment 48 and  reissue  the comment  Please
          expand the discussion in the business  section to address the projects
          referred to in "Product  research and  development" on page 20. We may
          have additional comments.

          Response
          --------
          We have expanded our  disclosure  to provide full and fair  disclosure
          regarding our research and development projects.

Giuliani Partners, page 36
--------------------------

14.       Supplementally,  please  tell  us why  your  agreement  with  Giuliani
          Partners was terminated on April 11, 2005.

          Response
          --------
          As stated in our  disclosure  and in the  termination  agreement,  the
          decision to terminate the agreement with Giuliani Partners was mutual.
          We felt that the agreement was no longer in our best  interests and we
          discussed  the matter with Giuliani  Partners,  who agreed that it was
          best for both parties to mutually terminate the agreement.

15.       Please file the  settlement  agreement  with  Giuliani  Partners as an
          exhibit.

          Response
          --------
          We have incorporated the filed settlement agreement as an exhibit.

Management, page 38
-------------------

16.       We note your  response  to comment 54 and reissue the comment in part.
          Please  note  that  Item  401  of  Regulation  S-B  requires  a  brief
          description of the business  experience of your officers and directors
          during each of the last five years.  Currently,  you have gaps of time
          for one or more executive officers,  please account for all periods of
          time within the last five years. Additionally, your disclosure in this
          section is difficult and cumbersome to read,  please revise to clearly
          describe their chronological employment histories.
<PAGE>
Securities and Exchange Commission
June 16, 200

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

							May 23, 2005

Mr. Rob Hutchison
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Amendment #1 to Registration Statement on Form SB-2
      Filed April 29, 2005
	File Number 333-122848

Dear Mr. Hutchison:

	We have reviewed your filing 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

FORM SB-2

General
1. Please revise to include a table of contents pursuant to Item
502
of Regulation S-B.
2. Supplementally, please confirm if Rick Langley of RHL
Management,
Inc. is Richard Langley Jr.
3. Prior to requesting acceleration for effectiveness, please
consider Item 310(g) of Regulation S-B and, as necessary, file an
amended registration statement on Form SB-2 to include your most
recent interim financial statements as of and for the period ended
March 31, 2005. In doing so, please also file as an exhibit an
updated, signed consent report from your independent accountants.

Risk Factors

The Biomedical Research Products Industry is Very Competitive, and
We
..., page 11
4. We note your response to comment 19 and reissue the comment.
To
the extent that market data information is available, please
disclose
your competitors` respective shares of your target market.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operation

Intellectual Property Development, Product Operations &
Partnerships,
page 19
5. We note your response to comment 33 and reissue the comment in
part.  Notwithstanding your amended disclosure, please revise the
discussion to state that management believes Applied DNA uses
highly
reputable outside labs.  In this regard, please tell us
supplementally the extent to which you have utilized the services
of
labs other than Idaho National Laboratory.  We may have additional
comments.

Liquidity and Capital Resources, page 21
6. We acknowledge your response to comments 37 and 38 per our
letter
dated March 15, 2005. However, we believe that Instruction 1 to
Item
303 of Regulation S-B requires disclosure regarding the impact of
material items that affect or will affect your results of
operations.
Please also refer to Interpretation: Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations Release Nos. 33-8350; 34-48960; FR-72.
Please
then expand your disclosure to address the increase in your
accounts
payable and accrued liabilities for the year ended September 30,
2004
and the three months ended December 31, 2004. Additionally, please
include a discussion of your arrangement with Biowell Technology,
specifically addressing the impact that the minimum purchase
orders
will have on your results of operations and cash flows in the near
term.

Business
Overview, page 26
7. We note your statement, "[w]e have a very seasoned and
experienced
management team."  Please revise this and similar disclosure
throughout the prospectus to indicate it is your belief and revise
so
as not to present the statements as fact.  For example we note on
page 33 you state that management and the board have a "unique
combination of skills for providing integrated DNA anti-
counterfeit
..."  In addition, you reference experience totaling more than 100
years in the areas of anti-counterfeiting technology, microchip
technology, security...."  Please provide a breakdown of
management`s
experience in the areas of anti-counterfeiting technology and
security, respectively, as this experience is not apparent from
the
background information provided.  We may have additional comments.
8. We note your response to comment 41.  Please revise your
disclosure to describe the effects of not closing on the
acquisition
of Biowell.  Additionally, please include a stand-alone risk
factor
addressing the unlikely acquisition of Biowell and the
consequences
should this occur.  We may have further comments.
9. We note your response to comment 49.  Please file the
Memorandums
of Understanding you refer to in your revised disclosure.
10. We note the Biowell license agreement has been suspended.
Please
file this modification agreement and other revisions to this
material
agreement as exhibits.
11. Please expand the discussion to provide additional
clarification
concerning how you derive income from the Biowell agreement.  It
appears that in order to maintain the license you have to submit a
certain amount of purchase orders to Biowell.  Does Biowell
fulfill
the orders?  How are you compensated and on what basis?  In
addition,
the minimum orders necessary to maintain the license is less than
$2
million in the aggregate for the first five years.  Is this an
indication of the anticipated market for the product?  If so, your
business and MD&A sections should be expanded to explain this and
how
you anticipate generating profits.
12. We note the Biowell agreement can be terminated under certain
conditions several of which appear to be applicable, including
failure to make minimum payment guarantees and insolvency.  Please
describe the steps you have taken to cure any breach of the
agreement
and the manner in which the original agreement may have been
modified.  In addition, in view of the large number of shares
issued
since you originally entered into the Biowell agreement, please
tell
supplementally why there has not been a change of control which
would
also result in a breach of the agreement.
13. We note your response to comment 48 and reissue the comment.
Please expand the discussion in the business section to address
the
projects referred to in "Product research and development" on page
20.   We may have additional comments.

Giuliani Partners, page 36
14. Supplementally, please tell us why your agreement with
Giuliani
Partners was terminated on April 11, 2005.
15. Please file the settlement agreement with Giuliani Partners as
an
exhibit.

Management, page 38
16. We note your response to comment 54 and reissue the comment in
part.  Please note that Item 401 of Regulation S-B requires a
brief
description of the business experience of your officers and
directors
during each of the last five years.  Currently, you have gaps of
time
for one or more executive officers, please account for all periods
of
time within the last five years.  Additionally, your disclosure in
this section is difficult and cumbersome to read, please revise to
clearly describe their chronological employment histories.

Financial Statements

Consolidated Statements of Losses, pages F-3 and F-36
17. We acknowledge your response to comment 64 per our letter
dated
March 15, 2005. We note your reference to Regulation S-X.  We
respectfully refer you to Article 5-03(b)(2) and (b)(3) of
Regulation
S-X and request that you revise your statements of operations for
the
applicable periods presented to separately classify amounts
related
to consulting services. Additionally, we believe the license fee
paid
to Biowell Technologies represents a research and development cost
and should be disclosed separately on your statements of
operations.
Refer to paragraphs 11(c) and 13 of SFAS No. 2 and industry
practice.

Note A- Summary of Accounting Policies, page F-16
18. We acknowledge your response to comment 65 per our letter
dated
March 15, 2005. Per your revised disclosure presented on page 23,
it
appears that you have incurred research and development expense
for
the period ended December 31, 2004. Please revise your disclosure
to
clarify your accounting policy with respect to research and
development expense. Additionally, please revise your statement of
operations for the period ended December 31, 2004 to separately
classify research and development expense.  Refer to paragraph 13
of
SFAS No. 2 and industry practice.
Note D- Capital Stock, page F-22
19. We acknowledge your response to comment 66 per our letter
dated
March 15, 2005. Please clarify in the filing: the period in which
the
services were rendered; the period in which you recorded the
related
expense in the financial statements; and your basis for recording
each amount in the applicable period.
20. We acknowledge your response to comment 69 per our letter
dated
March 15, 2005. Please clarify for us, supplementally, the
measurement date used to determine the fair value of the 1.5
million
shares of common stock issued to Biowell Technologies in January
2003.  As you have stated that the fair value of the license did
not
differ materially from the value of the stock issued, please
compare
the fair value used in the issuance of stock for the license to
the
fair value used in the same period for other transactions and tell
us
why you believe the value assigned is appropriate.

Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statement of Cash Flows, page F-48
21. We acknowledge your response to comment 71 per our letter
dated
March 15, 2005. Please clarify for us, supplementally, why you
appear
to have recorded $642,098 of expense in a period prior to the
related
non-employee`s performance of services. Additionally, please
clarify
whether you retained all or a portion of the shares under the
service
contract with this non-employee.

Notes to Unaudited Condensed Consolidated Financial Statements

Note F- Convertible Promissory Notes Payable, page F-63
22. Please clarify for us, supplementally, your use of volatility
of
15% in calculating the relative fair values of the convertible
notes
and warrants for the December 2004 financing of $1.465 million.
Specifically address your use of an average six-day period for the
December 2004 transaction, as compared to a 90-day average period
for
the February 2005 transaction. Additionally, please clarify, for
both
transactions, your use of an average/weighted average share price,
as
EITF 98-5 prescribes usage of the share price at the commitment
date.

Note I- Commitments and Contingencies, page F-66
23. Refer to the additional disclosure added in response to
comment
72 per our letter dated March 15, 2005.  Please then clarify that
you
record consulting expenses as the related services are rendered.

*	*	*
	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Amy Bruckner (202) 551-3657 or Mary Mast at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Andrea Cataneo
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, New York 10018

??

??

??

??

Rob Hutchison
Applied DNA Sciences, Inc.
May 23, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           Applied DNA Sciences, Inc.
                       9229 W. Sunset Boulevard, Suite 830
                          Los Angeles, California 90069

================================================================================

April 29, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Attn:    Jeffrey Riedler, Assistant Director
                  Division of Corporation Finance

                        Albert Lee, Esq.

         Re:      Applied DNA Sciences, Inc.
                  Registration Statement on Form SB-2
                  File No. 333-122848
                  Registration Statement filed February 15, 2005

Ladies and Gentlemen:

     The following  responses address the comments of the reviewing Staff of the
Commission  as set forth in a comment  letter dated March 15, 2005 (the "Comment
Letter") relating to the Registration  Statement on Form SB-2 (the "Registration
Statement") of Applied DNA Sciences, Inc. (the "Company"). The answers set forth
herein refer to each of the Staffs' comments by number.

     We are  filing  herewith  Amendment  No.  1 to the  Company's  Registration
Statement.

FORM SB-2
---------

General
-------

1.   Please note that where we provide  examples to  illustrate  what we mean by
     our comments, they are examples and not complete lists. If our comments are
     applicable  to portions  of the filing that we have not cited as  examples,
     please make the appropriate changes in accordance with our comments.

     Response
     --------
     We not that your  examples  are not  complete  lists.  We have made changes
     throughout the registration  statement,  where  applicable,  in response to
     your comments.
<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 2 of 30

2.   The first and third  sentences in the first  paragraph  under  "Applied DNA
     Sciences, Inc." substantially repeat themselves, please revise.

     Response
     --------
     We have removed the third sentence, as it was repetitious.

3.   Please  provide a "Plain  English"  explanation or substitute for the terms
     "botanical DNA" and "substrates".

     Response
     --------
     We have provided "Plain English"  explanations  for the terms botanical DNA
     and substrates.

4.   Where  applicable,  please  amend  your  Form  10-KSB  for the  year  ended
     September  30, 2004 and your Form 10-Q for the quarter  ended  December 31,
     2004 to comply with our comments on your Form SB-2.

     Response
     --------
     We will amend our 10-KSB and 10-QSB to comply with all these  comments  and
     all future  comments  from the SEC as soon as we have  cleared all comments
     from the SEC that would require amending our 10-KSB and 10-QSB.

5.   Where our comments address and call for revisions to the audited  financial
     statements  and related  notes for the two years ended  September 30, 2004,
     please  apply  those  same  comments,  as  applicable,  to  your  unaudited
     financial  statements  for the periods  ended  December  31, 2004 and 2003,
     respectively, and revise them accordingly.

     Response
     --------
     We will amend our  unaudited  financial  statements  to reflect the changes
     made to our audited financial statements in accordance with your comments.
<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 3 of 30

Risk Factors
------------

General
-------

6.   Please  revise  the risk  factors  where  appropriate  to  replace  generic
     language with specific  disclosure of exactly how these risks have affected
     and will affect your operations,  financial  condition or business,  and if
     practicable to quantify, the specific and immediate effects to investors of
     each risk that you have  identified.  For example,  you use general phrases
     such as "materially  adversely affect"  throughout the risk factor section.
     These  generic  phrases  are  subject  to  varying   interpretations   and,
     therefore,  do not  adequately  explain  the risk or  concern  to which you
     refer. Please revise to describe the adverse effect(s) in greater detail.

     Response
     --------
     We have revised the risk factors,  where  appropriate,  to provide specific
     disclosure of the potential  risks in lieu of generic risk factors.  Please
     note, however, that in certain places, it is impossible to quantify or full
     explain the risk, and we therefore left the same disclosures.

7.   Please include a separate risk factor disclosing the risks presented by the
     fact that you presently have no or limited manufacturing,  sales, marketing
     or distribution capabilities.

     Response
     --------
     We have updated our  disclosure  to provide a risk factor that we currently
     have  no  or  limited  manufacturing,   sales,  marketing  or  distribution
     capabilities.

8.   To the extent  applicable,  please include a risk factor,  which  discusses
     risks  associated  with reliance and use of third-party  manufacturers  and
     suppliers.

     Response
     --------
     We have revised our disclosure to provide for several risk factors relating
     to our reliance and use of third-party manufacturers and suppliers.

9.   Please  include a separate  risk factor  discussing  your  reliance on your
     relationship  with Biowell and its technology,  proprietary,  and licensing
     rights.

     Response
     --------
     We have  included a risk factor  discussing  our reliance on the  licensing
     agreement with Biowell and its technology.

We Have a History of Loses Which may Continue, Which May Negatively....page 7
-----------------------------------------------------------------------------

10.  Please  revise the  disclosure  to indicate  that as a result of continuing
     losses,  you may  exhaust  your  resources  and be unable to  complete  the
     development  of  your  products.  Additionally,  clearly  state  that  your
     accumulated  deficit  will  continue to  increase as you  continue to incur
     losses.
<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 4 of 30

     Response
     --------
     We have revised our  disclosure  to indicate that as a result of continuing
     losses, we may exhaust our resources prior to completing the development of
     our  products.  Additionally,  we have  stated that as we continue to incur
     losses, our accumulated deficit will continue to increase, which might make
     it harder for us to obtain financing in the future.

If We Are Unable to Obtain Additional Funding Our Business Operations...page 7
------------------------------------------------------------------------------

11.  Please revise your disclosure to state that even if you receive  additional
     financing,  you  may  not be  able  to  sustain  and  expand  research  and
     development activities or continue to conduct business operations.

     Response
     --------
     We have revised our disclosure to state that even if we receive  additional
     financing,  we  may  not  be  able  to  sustain  and  expand  research  and
     development activities or continue to conduct business operations.

Our Future Success May Depend on the Timely Introduction of New Products..page 8
--------------------------------------------------------------------------------

12.  The disclosure in this risk factor is substantially  similar and related to
     the preceding  one,  please revise to combine the two factors,  eliminating
     any duplicative information.

     Response
     --------
     We have removed this risk factor as the disclosure is substantially similar
     to the preceding one and this risk factor added no further  information  to
     investors.

If We Fail to Introduce New Products, or Our existing Products are not....page 8
--------------------------------------------------------------------------------

13.  If you have  experienced  any of the  difficulties  described in the bullet
     points, please revise to describe the difficulties you have experienced and
     the actual or expected consequences.

     Response
     --------
     We have revised our  disclosure to state that we have not  experienced  any
     difficulties with the preceding factors, however, there can be no assurance
     that we will not experience difficulties in the future.

<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 5 of 30

The Failure To Manage Our Growth In Operations And Acquisitions Of New....page 9
--------------------------------------------------------------------------------

14.  Describe with more  specificity the potential  effects if you are unable to
     manage your growth.

     Response
     --------
     We have revised our disclosure to discuss in greater detail the risks if we
     are unable to manage our growth or acquisitions.

If We Are  Unable to Retain  the  Services  of  Messrs.  Hutchison,  Brockelsby,
Botash... page 9
----------------

15.  Please  disclose which if any of the named  executives you have  employment
     agreements with, if none, please so state.

     Response
     --------
     We have revised our  disclosure to indicate that we do not have  employment
     agreements with any of the named executives.

16.  Please disclose whether Messrs. Hutchison,  Brockelsby, Botash or Klemm has
     plans to leave the company or retire in the near term.

     Response
     --------
     We have revised our  disclosure  to indicate  that besides Mr.  Hutchison's
     desire to retire within the next few months,  we are not aware of any other
     named executive officer or director who has plans to leave us or retire.

Failure   to   Attract   and   Retain   Qualified   Scientific   or   Production
Personnel....page 9
-------------------

17.  Please  discuss  any  difficulty  you have  had  attracting  and  retaining
     qualified scientific or production personnel since your inception.

     Response
     --------
     Since our  inception,  we have not had any  difficulty  in  attracting  and
     retaining qualified scientific or production personnel;  therefore,  we did
     not update the  disclosure.  We currently  have a Cooperative  Research and
     Development  Agreement  with the  Department of Energy and the USDA.  These
     agreements give us access to over 12,00 scientists.

<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 6 of 30

The Biomedical  Research Products Industry is Very Competitive, and We ..Page 10
--------------------------------------------------------------------------------

18.  Please revise to provide an estimate of the number of competitors  and your
     competitive  position. If a small number of competitors are dominant in the
     industry, then identify them.

     Response
     --------
     We have revised our  disclosure  to state that it is impossible to quantify
     the number of competitors  since they include both the companies we attempt
     to sell our products and services to through their use of internal security
     and various other security product  companies.  We have further revised our
     disclosure   to   indicate   some   of  our   known   competitors   in  the
     anti-counterfeiting and fraud protection field.

19.  To  the  extent  easily   obtainable   please  disclose  your  competitors'
     respective shares of your target market.

     Response
     --------
     We have  revised  our  disclosure  to state that it is also  impossible  to
     determine  market size and market data  information  because  companies are
     secretive about what security  methods they utilize and how much they spend
     on such measures.

Intellectual Property Litigation Could Harm Our Business....page 10
-------------------------------------------------------------------

20.  To the extent you are aware of any intellectual proprietary rights that are
     being  infringed upon or that you have been notified a third party's belief
     that you are infringing on their  patent(s),  please revise to disclose the
     situation and potential consequences.

     Response
     --------
     We have revised our disclosure to indicate that we are not currently  aware
     of any  infringement of any third party patent nor have we received written
     notification of a belief that we are or may be infringing.

21.  Please also disclose that even an unsuccessful  infringement action against
     you would be expensive to defend.

     Response
     --------
     We have  revised  our  disclosure  to  reflect  the  additional  risks of a
     potential  infringement  action  against us,  including  the costs we would
     incur to defend such action.

<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 7 of 30

Potential  Product  Liability  Claims Could  Affect Our  Earnings and  Financial
Condition, page 11
------------------

22.  Please disclose the amount of your product liability insurance coverage.

     Response
     --------
     We have revised our  disclosure  to state that we currently do not have any
     product liability coverage but are attempting to obtain coverage,  which we
     will believe to be adequate.

We Are Currently Subject to Governmental Regulation...page 11
-------------------------------------------------------------

23.  Please make this risk factor more specific by identifying the laws that are
     of particular concern. For example, which laws are especially difficult for
     your  business  to  comply  with,  Additionally,  include  the names of the
     agencies which have regulatory oversight over the company.

     Response
     --------
     We  have  removed  this  risk  factor.  We are  currently  not  subject  to
     government  regulation,  although  in  the  future  we may  be  subject  to
     regulation by the Food and Drug  Administration if our products are used in
     connection  with  cosmetics.  Also,  although we current  have  cooperative
     research and  development  agreements with the Department of Energy and the
     Department of Defense, these agreements do not subject us to any regulation
     by the government.

New Corporate Governance Requirements are Likely to Increase...page 11
----------------------------------------------------------------------

24.  As  currently  worded,  this risk  factor  could apply to any issuer or any
     offering.  Unless there is unique or company  specific reason for including
     this  type of  disclosure,  please  remove  it from  this  section.  In the
     alternative,  please specify the provisions of the Sarbanes-Oxley Act or of
     reporting  obligations  that are of  particular  concern.  Please revise or
     advise.

     Response
     --------
     We have deleted this risk factor.

There Are Large Number of Shares Underlying Our Warrants That May....page 11
----------------------------------------------------------------------------

25.  Please revise the words "may cause" in the heading and subsequent paragraph
     to state "will cause immediate and substantial dilution,"
<PAGE>
Securities and Exchange Commission
April 29, 2005
Page 8 of 30

     Response
     --------
     We have revised our disclosure to indicate that the issuance of shares upon
     exercise of the warrants will cause immediate and substantial dilution.

If We Fail to Remain Current on Our Reporting Requirements, We could.....page 11
--------------------------------------------------------------------------------

26.  Please  revise the  disclosure  to  highlight  that your common stock being
     designated  a penny stock on the OTC  Bulletin  Board,  may not only affect
     adversely your common stock's liquidity, but also its price.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 03-09

      March 15, 2005

Mr. Rob Hutchison
Chief Executive Officer
Applied DNA Sciences, Inc.
9229 W. Sunset Boulevard, Suite 830
Los Angeles, California 90069

Re:	Applied DNA Sciences, Inc.
	Registration Statement on Form SB-2
      Filed February 15, 2005
	File Number 333-122848

Dear Mr. Hutchison:

	We have reviewed your filing 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

FORM SB-2

General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

2. The first and third sentences in the first paragraph under
"Applied DNA Sciences, Inc. substantially repeat themselves,
please
revise.

3. Please provide a "Plain English" explanation or substitute for
the
terms "botanical DNA" and "substrates".
4. Where applicable, please amend your Form 10-KSB for the year
ended
September 30, 2004 and your Form 10-Q for the quarter ended
December
31, 2004 to comply with our comments on your Form SB-2.
5. Where our comments address and call for revisions to the
audited
financial statements and related notes for the two years ended
September 30, 2004, please apply those same comments, as
applicable,
to your unaudited financial statements for the periods ended
December
31, 2004 and 2003, respectively, and revise them accordingly.

Risk Factors

General

6. Please revise the risk factors where appropriate to replace
generic language with specific disclosure of exactly how these
risks
have affected and will affect your operations, financial condition
or
business, and if practicable to quantify, the specific and
immediate
effects to investors of each risk that you have identified.  For
example, you use general phrases such as "materially adversely
affect" throughout the risk factor section.  These generic phrases
are subject to varying interpretations and, therefore, do not
adequately explain the risk or concern to which you refer.  Please
revise to describe the adverse effect(s) in greater detail.

7. Please include a separate risk factor disclosing the risks
presented by the fact that you presently have no or limited
manufacturing, sales, marketing or distribution capabilities.

8. To the extent applicable, please include a risk factor, which
discusses risks associated with reliance and use of third-party
manufacturers and suppliers.

9. Please include a separate risk factor discussing your reliance
on
your relationship with Biowell and its technology, proprietary,
and
licensing rights.
We Have a History of Loses Which may Continue, Which May
Negatively
..., page 7

10. Please revise the disclosure to indicate that as a result of
continuing losses, you may exhaust your resources and be unable to
complete the development of your products.  Additionally, clearly
state that your accumulated deficit will continue to increase as
you
continue to incur losses.

If We Are Unable to Obtain Additional Funding Our Business
Operations
..., page 7

11. Please revise your disclosure to state that even if you
receive
additional financing, you may not be able to sustain and expand
research and development activities or continue to conduct
business
operations.

Our Future Success May Depend on the Timely Introduction of New
Products ..., page 8

12. The disclosure in this risk factor is substantially similar
and
related to the preceding one, please revise to combine the two
factors, eliminating any duplicative information.

If We Fail to Introduce New Products, or Our existing Products are
not ..., page 8

13. If you have experienced any of the difficulties described in
the
bullet points, please revise to describe the difficulties you have
experienced and the actual or expected consequences.

The Failure To Manage Our Growth In Operations And Acquisitions Of
New ..., page 9

14. Describe with more specificity the potential effects if you
are
unable to manage your growth.

If We Are Unable to Retain the Services of Messrs. Hutchison,
Brockelsby, Botash ..., page 9

15. Please disclose which if any of the named executives you have
employment agreements with, if none, please so state.

16. Please disclose whether Messrs. Huthchison, Brockelsby, Botash
or
Klemm has plans to leave the company or retire in the near term.

Failure to Attract and Retain Qualified Scientific or Production
Personnel ..., page 9

17. Please discuss any difficulty you have had attracting and
retaining qualified scientific or production personnel since your
inception.

The Biomedical Research Products Industry is Very Competitive, and
We
..., page 10

18. Please revise to provide an estimate of the number of
competitors
and your competitive position.  If a small number of competitors
are
dominant in the industry, then identify them.

19. To the extent easily obtainable please disclose your
competitors`
respective shares of your target market.

Intellectual Property Litigation Could Harm Our Business, page 10

20. To the extent you are aware of any intellectual proprietary
rights that are being infringed upon or that you have been
notified a
third party`s belief that you are infringing on their patent(s),
please revise to disclose the situation and potential
consequences.

21. Please also disclose that even an unsuccessful infringement
action against you would be expensive to defend.

Potential Product Liability Claims Could Affect Our Earnings and
Financial Condition, page 11

22. Please disclose the amount of your product liability insurance
coverage.

We Are Currently Subject to Governmental Regulation, page 11

23. Please make this risk factor more specific by identifying the
laws that are of particular concern.  For example, which laws are
especially difficult for your business to comply with.
Additionally,
include the names of the agencies which have regulatory oversight
over the company.

New Corporate Governance Requirements are Likely to Increase ...,
page 11

24. As currently worded, this risk factor could apply to any
issuer
or any offering.  Unless there is unique or company specific
reason
for including this type of disclosure, please remove it from this
section.  In the alternative, please specify the provisions of the
Sarbanes-Oxley Act or of reporting obligations that are of
particular
concern.  Please revise or advise.

There Are a Large Number of Shares Underlying Our Warrants That
May
..., page 11

25. Please revise the words "may cause" in the heading and
subsequent
paragraph to state "will cause immediate and substantial
dilution."

If We Fail to Remain Current on Our Reporting Requirements, We
could
..., page 11

26. Please revise the disclosure to highlight that your common
stock
being designated a penny stock on the OTC Bulletin Board, may not
only affect adversely your common stock`s liquidity, but also its
price.
27. Please revise to disclose whether you have ever failed to
remain
current on your reporting obligations under the Exchange Act,
provide
the dates and forms for which you were not current.

Use of Proceeds, page 13

28. Please identify with more specificity the uses that you
currently
categorize as "general corporate purposes," and state how much of
the
proceeds you plan to put toward each such use.

29. Please add disclosure which states you will amend the
registration statement by post-effective amendment if there are
any
material changes to application of your net proceeds.

Market for Common Equity and Related Stockholder Matters, page 13

30. Please explain why in February 2003 you changed from a
December
31 to September 30 year end.

Equity Compensation Plan Information, page 14

31. Please discuss or explain why you believe there was no
negative
impact in the market from sales of your unrestricted securities.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operation

Intellectual Property Development, Product Operations &
Partnerships,
page 15

32. Please provide the term that is represented by the acronym
OEM.

33. Please provide the basis for your belief that you "use highly
reputable outside labs."

Critical Accounting Policies, page 17
34. Please revise your disclosure herein, giving consideration to
Commission Release No. 33-8350: "Interpretation- Commission
Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations," which you can find on our website at
www.sec.gov/rules/interp/33-8350.htm. Specifically, please address
the nature of the uncertainty surrounding your accounting policy
for
stock-based compensation and the impact of the assumptions and
estimates that may materially impact your financial condition or
operating performance. In particular, please address these factors
as
they relate to your issuance of warrants and stock to non-
employees,
which appear significant to your operations.

Liquidity and Capital Resources, page 19

35. Please indicate if you expect to raise additional funds in the
next 12 months.  If you are unable to determine whether you will
or
not, please disclose the reasons.

36. Please disclose whether you will have sufficient funding to
conduct your operations on a short and long-term basis.  We
consider
long-term to be in excess of 12 months.
37. Please include a discussion and analysis of your operating
cash
flows to address the underlying reasons for the comparative
changes
in your working capital components for the year ended September
30,
2004 as compared to the year ended September 30, 2003, to the
extent
material.
38. Please expand your disclosure herein to discuss your
arrangement
with Biowell Technology, specifically with respect to the amount
and
timing of minimum purchase orders and alternative minimum royalty
payments to which you are obligated in future periods, inclusive
of
their impact on your results of operations and cash flows.

Product Research and Development, page 20

39. Please refer to the Division of Corporation Finance "Current
Issues and Rulemaking Projects Quarterly Update" under section
VIII -
Industry Specific Issues - Accounting and Disclosure by Companies
Engaged in Research and Development Activities.  You can find it
at
the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.
Please disclose the following information for each of your major
research and development projects:

* The costs incurred during each period presented and to date on
the
project;
* The nature, timing and estimated costs of the efforts necessary
to
complete the project;
* The anticipated completion dates;
* The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
* The period in which material net cash inflows from significant
projects are expected to commence.

To the extent that information requested above is not known or
estimable, disclose that fact and the reason why it is not known.

Business
40. Please expand the discussion to include the information
requested
by Item 101( a ) of Regulation S-B to the extent applicable.  For
example, include a discussion of the development of your business
for
the past three years.
41. We note the January 2005 stock purchase agreement with Biowell
and the absence of discussion of the ramifications of this
agreement
in the risk factor, business, management, related parties, and
stock
ownership sections of the prospectus.  Please advise or revise.
We
may have additional comments.

42. Please include the company`s website address.  See Item
101(c)(3)
of Regulation S-B.

Overview, page 21
43. Please identify Biowell the first time you refer to this
entity.
For example, what is it, when was it formed, where is it located,
who
owns the company, etc.
44. We note you have an exclusive license for North America, Latin
America and Europe.  Please expand the discussion to describe the
extent of sales of Biowell`s products in areas where you do not
have
an exclusive license, i.e. to what extent have Biowell`s markets
been
developed.
45. We note the reference in Note I to the minimum purchase
requirements under the licensing agreement and the absence of any
reference to this in the risk factors or business sections.
Please
advise or revise.
46. We note the reference to a franchise and distribution
agreement
in Note I and the absence of any discussion of this agreement, its
status, or the receipt of revenues pursuant to this agreement in
the
business section.  Please advise or revise.  We may have
additional
comments.
47. We note your reference to sectors of commerce benefiting from
your products and the reference in the summary that you are a
provider of certain products.  We also note that you have not
generated any revenues.  Have you provided your products without
charge?  To what extent and for what purpose?  Have the recipients
of
these products determined their efficacy? Please advise or revise.
We may have additional comments.
48. Please expand the discussion in the business section to
address
the projects referred to in "Product research and development" on
page 20.   We may have additional comments.

49. Please explain why the company believes its executives have
developed strong links with major international corporations,
intellectual property and copyright holders, U.S. Government
affiliations, and international anti-fraud organizations.
License Agreement with Biowell Technology, page 21

50. The first and second paragraphs of this subsection repeat
themselves.  Please revise.
51. Please expand the discussion to indicate when you entered into
the license agreement with Biowell and whether you have exercised
the
option to purchase Biowell`s shares.

Biowell DNA Techologies, page 22
52. Please describe with more specificity the material terms of
your
agreement with Biowell.  Please be comprehensive and consistent in
your description for all material agreements to which you are a
party.  Your discussion should include:
?	All material rights and obligations of the parties to the
agreement;
		?	Duration of the agreement;
   ?????Payment terms;
   ?????Termination provisions, including consequences of early
termination; and
      ?????Any other terms that may be considered material.

Intellectual Property, page 22

53. Please revise to indicate that you have pending patents and no
current patents issued.  We note your statement, "[w]e regard our
patents ..."  Please revise or advise.

Management, page 32

54. Please revise to include 5-year chronological employment
histories for the named officers and directors under this section.

Executive Compensation, page 34

55. We note that Messrs. Hutchison, Lee, and Wehr receive stock
option awards as part of their compensation.  Please describe how
these individuals` performance is determined and what factors are
co