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

jdaniels@fulbright.com                                telephone: (212) 318-3000
direct dial:  (212) 318-3322                          facsimile: (212) 318-3400


                                November 13, 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"),  we hereby
submit  to  you  Amendment   No.  8   ("Amendment   No.  8")  to  the  Company's
above-referenced   Registration   Statement  on  Form  SB-2  (the  "Registration
Statement"),  reflecting  changes made in response to the Staff's comment letter
dated May 1, 2006.

        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,  which correspond to the numbered  paragraphs of
the May 1, 2006 comment letter set forth the Company's  responses to the Staff's
comments.  Copies of your  letter  and a marked  copy of  Amendment  No.7 to the
Registration Statement ("Amendment No.7") are being provided supplementally with
a copy of this letter for your convenience.

General

1.      Prior to requesting  acceleration for  effectiveness,  please amend your
        Form 1Q KSB for the year ended  September  30, 2005, as  applicable,  to
        comply with our comments on your Form SB-2.

        Response:  To  comply  with the  Staff's  comments  on the  Registration
        Statement,  on October  10,  2006 the  Company  restated  its  financial
        statements as of and for the fiscal


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 2


        year ended  September  30, 2005 by filing an amended Form 10-KSB for the
        fiscal  year ended  September  30,  2005,  and  restated  its  financial
        statements  for the quarters  ended  December 31, 2004,  March 31, 2005,
        June 30, 2005,  December  31, 2005,  March 31, 2006 and June 30, 2006 by
        filing  amended Form 10-QSB's for the three month periods ended December
        31, 2004,  March 31, 2005, June 30, 2005,  December 31, 2005,  March 31,
        2006 and June 30, 2006.

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 three and six months ended March 31, 2006.

        Response:  The Company has reviewed  Item 310(g) of  Regulation  S-B and
        included  unaudited  financial  statements for the three and nine months
        ended June 30, 2006 and 2005.

Consolidated Financial Statements

Index to Financial Statements, page F-1

3.      The index to your financial statements indicates that the report of your
        independent  registered  public  accounting  firm is found on page F-43;
        however, the independent accountant's report does not appear anywhere in
        the document. Please revise your Form SB-2 accordingly.

        Response:  The Company's independent registered public accounting firm's
        audit  report  mentioned  on  F-43 of  Amendment  No.7  is  included  in
        Amendment No.8.

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 reiterate
        our request that 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 shareholders' deficit: "common stock issued in exchange for
        consultant services rendered"-  $14,805,128;  "ESOP shares"- $3,960,000;
        and "amortization of beneficial conversion feature"- $8,836,000.

        Response:  We have  provided  and  have  attached  as  Exhibit  A to our
        response a schedule reconciling the restated statement of cash flows and
        statement of shareholders' deficit for the year ended September 30, 2005
        for the following items:

        o       common  stock  issued  in  exchange  for   consultant   services
                rendered- $ 18,176,641;


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 3

        o       elimination of reference to issuance of ESOP shares; and

        o       amortization  of  beneficial   conversion  feature:   $8,836,000
                related to the two separate  convertible  debt offerings  during
                fiscal 2006 in the aggregate  principal amount of $1,465,000 and
                $7,371,000.

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 basis for your
        assertion that the $14.7 million did not represent IPRD at  acquisition.
        This assertion  appears  contradictory to your  "Intellectual  Property"
        discussion  on page 29 and  your  disclosure  on page 36;  that  is,  it
        appears that research and  development  activities  are the core of your
        company's  business and that there are projects under  development  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.

        Response:  The  Company  concluded  as of the date of  acquisition,  the
        acquired  intangible  assets,  consisting of developed  core and product
        technologies  had  reached  full  development  and  that  it was not the
        intention of the  Company's  management to utilize the asset in specific
        research and development  activities as defined in SFAS No. 2 Accounting
        for Research & Development  Costs. As a result,  the Company  determined
        there were no in-process research and development  ("IPR&D") projects in
        place related to the technology  acquired,  nor any future  research and
        development  activities  planned.  Accordingly,  there is no  charge  to
        operations  during  the year  ended  September  30,  2005  for  IPR&D in
        connection  with the  acquisition  of the  assets.  The Company has also
        revised   the   disclosure   to  which  you  refer   under   "Business",
        Business--Research and Development",  "Business--Intellectual  Property"
        and elsewhere in order to clarify the nature of the core of its business
        and its current  research and development  activities  (which  primarily
        involve the  development  of prototypes of new versions of the Company's
        products  using  the  Company's  existing  technologies  for  review  by
        different potential customers).

6.      Additionally,  please clarify whether the "developed core  technologies"
        and "developed product technologies" that you acquired from Biowell meet
        the  criteria of  paragraph  11 c of SFAS No. 2. It appears that you are
        using these  technologies  in conjunction  with research and development
        projects.

        Response: The Company, with the assistance of an independent third-party
        appraiser,  determined  the  developed  technology  asset  acquired from
        Biowell did not meet the  criteria of SFAS No. 11,  paragraph  11c based
        upon the following facts and circumstances:

        o       First  the  assets  were  fully   developed.   At  the  date  of
                acquisition,   Biowell  was  already  providing  customers  with
                specific  products  that were  derived and created by the use


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 4

                of the  underlying  DNA  anti-counterfeiting  technology  asset.
                Based upon that  evidence,  the Company  concluded the asset had
                reached full commercialization at the date of acquisition.

        o       Second,  at the time of  acquisition,  there were no significant
                research  and  development  activities  at  Biowell  or  at  the
                Company.  Accordingly,  management believed the assets would not
                be used for research and  development  activities  as defined by
                SFAS No 2.

        The assessment  concluded that the acquired intangible asset had clearly
        reached full  development at the date of acquisition and that it was not
        the  intention  of the  Company to utilize  the assets in  research  and
        development activities as defined in paragraph 9 of SFAS No. 2.

        The Company  concluded that the activities the Company  anticipated  for
        the assets  acquired at the date of acquisition  are more  appropriately
        described in paragraphs 10(d), (e), and (i) of SFAS No 2.

Note E- Capital Stock, pages F-73 and F-74

7.      Please  provide  us  with  a  reconciliation   of  the  note  conversion
        transactions that you outlined for the three months ended March 31, 2005
        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  daring the three  months  ended  March 31,  2005;  however,  the
        disclosure  in Note B of your  March 31,  2005 Form  10-QSB/A  indicates
        those figures as $4,221,320 and 7,998,551, respectively.

        Response: The Company's restated September 30, 2005 financial statements
        clarify and correct its disclosure  regarding the conversion of two sets
        of the Company's notes payable,  in the aggregate  principal  amounts of
        $1,465,000   (issued  in  December  2004)  and  $7,371,000   (issued  in
        January/February   2005),   that  were   converted  into  the  Company's
        restricted  common stock during the quarter ended March 31, 2005 at $.50
        per share as follows:

        o       2,930,000  common shares issued in February 2005 in exchange for
                $1,465,000 of previously incurred debt;

        o       300,000  common  shares  issued in February 2005 in exchange for
                $600,000 of previously incurred debt;

        o       13,202,000  common  shares  issued in March 2005 in exchange for
                $6,601,000 of previously incurred debt; and

        o       1,240,000  common  shares  issued in March 2005 in exchange  for
                $620,000 of previously incurred debt.


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 5

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 agreement 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  period,  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 liquidated
        damages clauses and the effect on the accounting and  classification  of
        instruments  subject  to the scope of EITF 00-19 in EITF 05-4 The Effect
        of a Liquidated  Damages Clause 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  addresses  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 11(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.

        Response:  The Company and its outside  auditors are aware of EITF 05-04
        and its  current  status.  The  Company  is  aware  the  Task  Force  is
        considering whether registration rights agreements containing liquidated
        damages  penalty  clauses  should be accounted for as a derivative.  The
        Company  understands  there are several views concerning this matter and
        that  the  Financial  Accounting  Standards  Board  has not made a final
        decision on the accounting treatment.

        The  Company  will,  to the best of its  ability  and within its limited
        resources, monitor the Task Force's actions concerning the matters being
        deliberated.

        The Company  understands  the  Securities & Exchange  Commission has not
        formally or  informally  taken a position  with  respect to the views as
        described in EITF 05-04's minutes and issues papers, and accordingly the
        SEC  has  no  view  whether  the  registration  rights  agreements  with
        liquidated  damages  penalty  clauses is a  derivative  or  not.(1)  The
        Company's policy, which has been consistently  applied, does not account
        for registration  rights agreements with liquidated damages penalties as
        a derivate.

        It should  also be noted the  Company's  registration  rights  agreement
        allows for liquidating penalties to be paid in share of its unregistered
        common stock. EITF-05-04

---------------
(1) Telephone conversation with Eric West , SEC's Office of Chief Accountant in
    March 24, 2006


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 6

        addresses only penalties payable in cash.(2)

        After  further  review,  we  have  determined  the  warrants  issued  in
        connection with the placement by the Company of convertible notes in the
        aggregate principal amount of $1,465,000 in December 2004 and $7,371,000
        in January and February 2005 have registration rights for the underlying
        common  shares.  Since the  warrants  must be settled by the delivery of
        registered  shares  and the  delivery  of the  registered  shares is not
        controlled  by the  Company,  pursuant  to EITF 00-19,  "Accounting  for
        Derivative Financial Instruments Indexed to, and Potentially Settled in,
        a Company's  Own  Stock,"  the net value of the  warrants at the date of
        issuance  was recorded as a warrant  liability on the balance  sheet and
        charged to operations as interest expense.

        Please see Footnote D, Private  Placement of  Convertible  Notes for the
        description of the accounting for these warrants.

9.      Additionally,   you  disclose  that  your  liquidating   damages  are  a
        "penalty." This appears to render your ability to settle in unregistered
        shares an uneconomic alternative 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.

        Response:   We  have   reviewed  the  terms  of  the  warrants  and  the
        registration  rights agreement and have reclassified the warrants issued
        in  connection  with the  convertible  note  offerings  and subject to a
        registration  rights  agreement as a liability in  accordance  with EITF
        00-19. Please see the response to comment 8.

10.     We  acknowledge  your  response to comments 6 and 7 of our letter  dated
        January  26,  2006.  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 corresponding
        point-by-point analysis of whether the warrants meet all of the criteria
        outlined in  paragraphs  12-32 of EITF No. 00-19 in order to qualify for
        the paragraph  1la.) scope  exception  under SFAS No. 133 and ultimately
        reside in equity.

        Response:   We  have   reviewed  the  terms  of  the  warrants  and  the
        registration  rights agreement and have reclassified the warrants issued
        in  connection  with the  convertible  note  offerings  and subject to a
        registration  rights  agreement as a liability in  accordance  with EITF
        00-19. Please see the response to comment 8.

11.     We  acknowledge  your  response to comment 9 of our letter dated 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 recorded the fair value of the shares within

---------------
(2) EITF 05-04, paragraph 2


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 7

         equity and  subsequently  valued 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   corresponding
         point-by-point  analysis  of  whether  the  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.

         Response:  The  3,000,000  warrants  were  granted to the  officers and
         directors  upon the following  terms and  conditions:  (i) they provide
         their holder no registration  rights,  other than the customary  "piggy
         back" rights;  (ii) they need not be settled in cash;  (iii) there is a
         limit of  3,000,000  on the  number  of  shares  to be  delivered  upon
         exercise of these  warrants is limited to  3,000,000;  (iv) they do not
         provide for  penalties  to be paid to the warrant  holders in the event
         the  Company  fails to make  timely  filings  with the SEC;  (iv)  they
         contain no cash settled "top-off" or "make-whole" provisions;  (v) they
         contain no change of control  provision;  (vi) the warrant holders have
         no rights  superior to the common  shareholders;  (vii) they contain no
         requirement for the Company to post collateral by the Company to secure
         the  warrant  holders;  (viii)  the  warrants  may  be  settled  in the
         Company's   unregistered   common  stock;  and  (ix)  the  Company  has
         sufficient authorized and unissued shares to issue upon exercise of the
         warrants.

         Accordingly,  based upon EITF 00-19,  the Company has accounted for the
         warrants as equity as of September 30, 2005.

12.      In your  response  to  comments  4-7,  you  repeatedly  state  that the
         penalties  for the  January/February  2005  warrants  and the July 2005
         Trilogy warrants can be settled in cash or unregistered shares.  Please
         tell us why you do not believe the shares  need to be  registered.  For
         example, the definition of "registrable 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 indicate
         that shares  issued in  conjunction  with the warrant  shares  would be
         "registrable." In addition,  on page 79, you state that you also agreed
         to file a registration  statement  underlying the Trilogy  warrants and
         that,  in the event  Trilogy  successfully  brings a claim  against you
         relating to this matter,  it could result in a significant  decrease in
         your liquidity or assets, which also alludes to a penalty.

         Response:  After further  review,  the Company  determined  the warrant
         issued to Pollon and Trilogy should be accounted for and disclosed as a
         liability in  accordance  with EITF 00-19.  Footnote G to the Company's
         restated  September 30, 2005  financial  statements has been amended to
         read as follows:

         In July 2005, the Company consummated an agreement with Trilogy Capital
         Partners,  Inc.  and Joff Pollon  ("Trilogy"  and  "Pollon") to provide
         marketing  services  to  the


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 8

         Company for a term of one year,  and  terminable  thereafter  by either
         party  upon 30 days  prior  written  notice.  In  connection  with  the
         agreement,  the Company agreed to pay Trilogy a monthly fee of $12,500.
         The Company also issued to Trilogy and Pollon  warrants  purchasing  an
         aggregate  of  9,000,000  shares  of common  stock at $0.55 per  share,
         exercisable for a period of three years from issuance.  As the contract
         must be settled by the delivery of  registered  shares and the delivery
         of the registered shares is not controlled by the Company,  pursuant to
         EITF 00-19,  "Accounting for Derivative  Financial  Instruments Indexed
         to, and Potentially  Settled in, a Company's Own Stock",  the net value
         of the  warrants  at the date of  issuance  was  recorded  as a warrant
         liability of $4,117,500  and charged to operations as consulting  fees.
         Upon the  registration  statement  being declared  effective,  the fair
         value of the warrants on that date will be reclassified to equity.  The
         Company initially valued the warrants using the  Black-Scholes  pricing
         model with the  following  assumptions:  (1) dividend  yield of 0%; (2)
         expected  volatility of 155.3%,  (3) risk-free  interest rate of 3.82%,
         and (4) expected life of 3 years.

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:

         o        Notation  A in  Exhibit  B  indicates  that you have  "missed"
                  reflecting expense related to common shares issued in exchange
                  for services rendered by non-employee consultants of $831,000.
                  Please tell 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.

         o        Notation B in Exhibit B indicates  that you did not record the
                  shares issued in your note  conversion  transactions  at their
                  fair  value,   which  would  have   resulted  in   incremental
                  conversion  expense.  Please 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  reflects
                  non-cash expense,  as your response  indicates that you simply
                  offset the net book value of the debt  converted to equity and
                  did not record any  expense.  Please also tell us the net book
                  value of the debt  converted  to shares  from  1/1/05  through
                  6/30/05  and  correlate   that  to  the   $4,474,533  and  the
                  $(2,313,500).

         Response:  During the three  months  ended June 30,  2005,  the Company
         issued an aggregate of 1,600,000 shares of its common stock in exchange
         for services valued at $996,000.

         Footnote C to the Company's restated June 30, 2005 financial statements
         has been amended to read as follows:


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 9

         The Company issued 1,500,000 shares of its restricted common stock to a
         Company  officer and Director in exchange  for  $600,000 of  previously
         incurred debt. The debt was in the form of a promissory note.

         The  Company  valued  the  shares  at $1.31  per  share  for a total of
         $1,965,000,  which represents the fair value of the common stock on the
         date of the  exchange.  The  difference  between  the fair value of the
         common stock of  $1,965,000  and the face value of the debt of $600,000
         or $1,365,000, has been charged to current period interest expense.

         During the three months ended June 30, 2005,  the Company issued 75,758
         restricted  common shares in exchange for  previously  incurred debt of
         $25,000.  See response to comment 7 for debt conversion  details during
         the three months ended March 31, 2005

         The Company's June 30, 2005 financial  statements have been restated to
         reflect these transactions.

Form 10-OSB/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 effectiveness for
         your  Form  SB-2,  please  amend  your  March 31,  2005 Form  10-QSB to
         appropriately present the financial statements as "restated."

         Response:  All the amended filings mentioned in the response to Comment
         1 above appropriately present the financial statements included therein
         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 "Exhibit A."
         You disclose in Note B that you retired an aggregate of  $4,221,032  in
         convertible  notes payable by issuing  7,998,551  shares of your common
         stock;  however,  the 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,  indicates 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 conversion  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.

         Response: In February, 2005, the Company issued 1,500,000 shares of its
         restricted


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 10

         common  stock to Larry  Lee in  exchange  for  $600,000  of  previously
         incurred debt.

         The  relevant  footnotes  to the  financial  statements  in the amended
         filings  mentioned  in the  response  to  Comment  1 above  now read as
         follows:

         The Company issued 1,500,000 shares of its restricted common stock to a
         Company  officer and Director in exchange  for  $600,000 of  previously
         incurred debt. The debt was in the form of a promissory note.

         The  Company  valued  the  shares  at $1.31  per  share  for a total of
         $1,965,000,  which represents the fair value of the common stock on the
         date of the  exchange.  The  difference  between  the fair value of the
         common stock of  $1,965,000  and the face value of the debt of $600,000
         or $1,365,000 has been charged to current period interest expense.

         Please see the response to comment 7 above for details  concerning  the
         issuances  of  the  Company's   common  stock  for  previously   issued
         convertible debt

16.      Additionally, giving consideration to our comment above, please 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.

         Response:  All the amended filings mentioned in the response to Comment
         1 above provide the  disclosures as required by paragraph 26 of FAS No.
         154.

         If you have any additional  comments or questions,  please feel free to
contact the undersigned at (212) 318-3322.

                                Very truly yours,

                                /s/ Joseph F. Daniels

                                Joseph F. Daniels


Enclosures



cc:      Mr. John Krug, Senior Staff Attorney
         Mary Mast, Senior Accountant
         Amy Bruckner, Staff Accountant
         James A. Hayward, Applied DNA Sciences, Inc.



<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 11


                                    EXHIBIT A

                            Applied DNA Sciences, Inc
              Schedule of Common stock issued for services rendered
                          Year Ended September 30, 2005
<TABLE>
<CAPTION>
                                                                No of shares     Total cost
                                                                ------------     ----------
<S>                                                              <C>             <C>
Common stock issued for consulting services at $0.68 per
share in October 2004                                              200,000         136,000

Common stock issued for consulting services at $0.60 per
share in October 2004                                               82,500          49,500

Common stock issued for consulting services at $0.50 per
share in October 2004                                              532,500         266,250

Common stock issued for consulting services at $0.45 per
share in October 2004                                              315,000         141,750

Common stock issued for consulting services at $0.47 per
share in November 2004                                             100,000          47,000

Common stock issued for consulting services at $0.80 per
share in November 2004                                             300,000         240,000

Common stock issued for consulting services at $1.44 per
share in November 2004                                             115,000         165,600

Common stock issued to employees for services at $1.44 per
share in November 2004                                               5,000           7,200

Common stock issued for consulting services at $1.30 per
share in January  2005                                             315,636         410,326

Common stock issued for consulting services at $1.44 per
share in February 2005                                           5,796,785       8,317,207

Common stock issued for consulting services at $1.17 per
share in February 2005                                              17,236          20,166

Common stock issued for consulting services at $0.95 per
share in February 2005                                             716,500         680,675

Common stock issued for consulting services at $0.95 per
share in February 2005                                              10,500           9,975
</TABLE>


<PAGE>


Mr. Jeffrey P. Riedler
U.S. Securities and Exchange Commission
Division of Corporation Finance
November 13, 2006
Page 12


<TABLE>
<CAPTION>
                                                                No of shares    Total cost
                                                                ------------   ------------
<S>                                                              <C>           <C>
Common stock issued for consulting services at $1.19 per
share in March 2005                                                185,000         220,150

Common stock issued for consulting services at $0.98 per
share in March 2005                                              1,675,272       1,641,767

Common stock issued for consulting services at $0.92 per
share in March 2005                                                 24,333          22,386

Common stock issued for consulting services at $0.99 per
share in March 2005                                                 15,000          14,850

Common stock issued for consulting services at $0.89 per
share in March 2005                                                 10,000           8,900

Common stock issued for consulting services at $0.80 per
share in April 2005                                                160,000         128,000

Common stock issued for consulting services at $0.80 per
share in April 2005                                                 40,000          32,000

Common stock issued for consulting services at $0.75 per
share in April 2005                                                850,000         637,500

Common stock issued for consulting services at $0.33 per
share in April 2005                                                500,000         165,000

Common stock issued for consulting services at $0.68 per
share in April 2005                                                 50,000          34,000

Common stock issued for consulting services at $0.60 per
share in July 2005                                                 157,000          94,200

Common stock issued for consulting services at $0.60 per
share in July 2005                                                 640,000         384,000

Common stock issued to employees for services at $0.48 per
share in July 2005                                               8,000,000       3,840,000

Common stock issued for consulting services at $0.94 per
share in July 2005                                                 121,985         168,339

Common stock issued for consulting services at $0.48 per
share in August 2005                                               250,000         120,000

Common stock issued for consulting services at $0.94 per
share in September 2005                                            185,000         173,900
                                                               -----------     -----------
                                            Total               21,370,247     $18,176,641

Agrees with both Cash Flow Statement and Stockholders'
Equity (Deficiency) Statement as of September 30, 2005

NOTE: Description of ESOP shares eliminated in both
Cash Flow Statement and Stockholders' Equity
(Deficiency) Statement as of September 30, 2005

NOTE: Beneficial Conversion Feature (BCF) properly
reflected in both Cash Flow Statement and Stockholders'
Equity (Deficiency) Statement as of September 30, 2005.


</TABLE>
</TEXT>
</DOCUMENT>
