SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Applied Energetics, Inc.

(Name of Subject Company) (Issuer) and Filing Person (Offeror)

Options to Purchase Common Stock, Par Value $.001 Per Share

(Title of class of securities)

462070103*

 (CUSIP number of class of securities)

Dana A. Marshall

Chief Executive Officer and President

Applied Energetics, Inc.

3590 East Columbia Street

Tucson, AZ 85714

(520) 628-7415

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Persons)

Copy To:

Robert J. Mittman, Esq.

Brad Shiffman, Esq.

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Telephone: (212) 885-5000

Facsimile: (212) 885-5001

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$ 15,707.47	$0.62

(1) Calculated solely for purposes of determining the filing fee.  This amount assumes that options to purchase 3,502,536 shares of common stock of Applied Energetics, Inc. having an aggregate value of $15,707.47 as of February 3, 2009, will be exchanged and cancelled pursuant to this offer.  The aggregate value of such options was calculated based on a Black-Scholes option pricing model.  The amount of the filing fee equals $39.30 per $1,000,000 of the transaction value and is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.  The amount of the transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose.

(2) Previously paid.

¨ Check the box if any part of the fee is offset as provided by Rule 0-ll(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:  Not applicable

Form or Registration No.  Not applicable.

Filing Party:  Not applicable.

Dated Filed:  Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨           third-party tender offer subject to Rule 14d-1.

x           issuer tender offer subject to Rule 13e-4.

¨           going-private transaction subject to Rule 13e-3.

¨           amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

* Represents the CUSIP Number for the Common Stock underlying the options. There is no CUSIP Number for the options.

-2-

 This Amendment No. 1 to Schedule TO of Applied Energetics, Inc. (the “Company”) amends and supplements the Schedule TO and related Offer to Exchange filed by the Company with the U.S. Securities and Exchange Commission on February 5, 2009 relating to the Company’s offer to exchange certain outstanding options for new options.

Item 12 of the Schedule TO is amended to refer to the new Exhibit (a)(3) filed with this Amendment to Schedule TO.

Item 12. Exhibits.

(a) Form of Election to Participate in the Offer.

-3-

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

APPLIED ENERGETICS, INC.

/s/ Dana A. Marshall

Dana A. Marshall

Chairman of the Board

Chief Executive Officer and President

Date:     February 12, 2009

-4-

INDEX TO EXHIBITS

Exhibit Number		Description
(a)	(3)	Form of Election to Participate in the Offer.

-5-

EX-99

Exhibit (a)(3)

APPLIED ENERGETICS, INC. EXCHANGE OFFER ELECTION FORM

Note: Concepts and terms used in this Election Form are further described and defined in Applied Energetic Inc’s (the “Company”)  Offer to Exchange Certain Outstanding Stock Options to Purchase Common Stock  for New Stock Options, dated February 5, 2009 (the “Offer to Exchange”). Please read the Offer to Exchange in its entirety. All capitalized terms used herein and not defined herein, shall have the meaning ascribed to them in the Offer to Exchange.

Employee Name:	Employee Phone Number:
Employee Email:

If you wish to exchange Eligible Options, you must act by the Expiration Date: 5:00 p.m. Eastern Time on Monday, March 6, 2009 (unless the Offer is extended by the Company).

To do so you must complete, sign and date this Election Form and return it to the Company by one of the following three methods so it is RECEIVED by the Company  by 5:00 p.m. on the Expiration Date:

FAX: Fax to (520) 622-3835 Attention: Kenneth M. Wallace, Chief Financial Officer or

EMAIL: Email a scanned or PDF copy to: kwallace@appliedenergetics.com or

MAIL OR HAND DELIVERY: You may mail or hand deliver your Election Form to Mr. Wallace c/o Applied Energetics, Inc., 3590 East Columbia Street, Tucson, Arizona 85714.

By electing to exchange your Eligible Options, you are agreeing to the terms and conditions for the Exchange Offer set forth in the Exchange Offer Memorandum.

Please check one of the boxes below. If no box is checked, by signing this form, I agree that all of my Eligible Options will be exchanged.

¨  I elect to exchange ALL of the Eligible Options I hold; or

¨  I hold more than one Eligible Option and I elect to exchange ONLY the Eligible Option(s) listed below*.

Option Grant Date Shares Subject to Option Grant Exercise Price (per share)

* If you tender Options of a certain class (determined by exercise price and expiration date) you must tender all of your Options of that class that meet the criteria for tendering as set forth in the Offer to Exchange. If not, the Options you have tendered hereby will not be accepted for cancellation.

NOTE: The exercise price of the New Options granted in exchange for the Eligible Options will be equal to the greater of (i) closing sale price of the Company’s  Common Stock on the Replacement Grant Date which will be on or about March 9, 2009 (unless the Exchange Offer is extended by the Company, in which case the Replacement Grant Date will be the first trading day following the extended Expiration Date) or (ii) $0.50 per share.

The undersigned agrees to all of the terms of the Offer.

Signature:
	Date:
[Please print name]