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

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Rob Hutchison
Applied DNA Sciences, Inc.
May 23, 2005
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