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

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 28, 2005

                           Applied DNA Sciences, Inc.
             (Exact name of registrant as specified in its charter)



          Nevada                       002-90539               59-2262718
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


             9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (310) 860-1362

                                   Copies to:
                              Andrea Cataneo, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement.

          On January 28, 2005, Applied DNA Sciences, Inc. (the "Company"),  sold
an aggregate of $5,970,000 in secured convertible promissory notes (the "Notes")
to 43 investors. The investors received 11,940,000 warrants (the "Warrants"), or
two warrants for each dollar of Notes purchased. The Notes and the Warrants were
issued in a private  placement  transaction  pursuant to Section  4(2) under the
Securities Act of 1933.

          The Notes bear  interest  at 10% per  annum,  mature one year from the
date of  issuance,  and are  convertible:  into  shares of  common  stock of the
Company  at a price of $0.50  per  share  (i) at the  holder's  option;  or (ii)
automatically upon the Company's filing of a registration  statement registering
the shares underlying the Notes and Warrants. In the event that Company fails to
repay the Notes and accrued  interest  when due, the Notes shall be  convertible
into shares of the Company's  common stock at the holder's  option at a price of
$0.33 per share.

          The full principal  amount of the Notes,  plus a default interest rate
of 12%,  is due upon a default  under the terms of the Notes.  In  addition,  we
granted the investors a security interest in substantially all of our assets and
intellectual property. We are required to file a registration statement with the
Securities and Exchange  Commission on of before  February 15, 2005,  which will
include the common stock underlying the Notes and Warrants.  If the registration
statement is not declared  effective within 120 days from February 15, 2005, the
Company is required to pay liquidated  damages to the investors in the amount of
3.5% per month of the face amount of the Notes,  which liquidated  damages shall
be paid in  shares of  Company  common  stock or cash,  at the  election  of the
Company.

          Each Warrant is  exercisable  for a period of five years at a price of
$0.75 per share,  subject  to certain  adjustments.  The  exercise  price of the
Warrants is subject to adjustment  for subsequent  lower price  issuances by the
Company,  as  well  as  customary   adjustment   provisions  for  stock  splits,
combinations, dividends and the like. The investors may exercise the warrants on
a cashless  basis if the shares of common  stock  underlying  the  Warrants  are
registered pursuant to an effective  registration  statement.  At any time after
the  registration  statement  is  effective,  the  Warrants  are callable by the
Company,  upon 10 days written notice, should the common stock trade at or above
$1.25 per share for 20 consecutive trading days.

          The Company paid the placement agent of the offering, Vertical Capital
Partners, Inc., a commission fee of 10% of the proceeds of the offering and a 3%
non-accountable expense allowance.  In addition,  Vertical Capital Partners will
receive shares of common stock equal to 10% of the number of shares  convertible
under the secured convertible notes that it places with investors.

Item 2.03 Creation of a Direct Financial Obligation.

         See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

         See Item 1.01 above.


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Item 9.01 Financial Statements and Exhibits.

(a)      Financial statements of business acquired.

         Not applicable.

(b)      Pro forma financial information.

         Not applicable.

(c)      Exhibits.

Exhibit Number  Description
- -------------- -----------------------------------------------------------------
4.1            Form of Subscription Agreement, previously filed.

4.2            Form  of 10%  Secured  Convertible  Promissory  Note,  previously
               filed.

4.3            Form of Warrant Agreement, previously filed.

4.4            Registration  Rights  Agreement,  dated  January  28,  2005,
               between the Company  and  Vertical  Capital  Partners,  Inc.,  on
               behalf of the investors, previously filed.


4.5            Security  Agreement,  dated January 28, 2005, between the Company
               and Vertical Capital Partners,  Inc., on behalf of the investors,
               previously filed.


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                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  Applied DNA Sciences, Inc.


Date: February 11, 2005                           /s/ PETER BROCKLESBY
                                                  --------------------
                                                  Peter Brocklesby
                                                  President



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