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.
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