EXHIBIT
      3.2




**Ap** **plied
      DNA Sciences,
      Inc.**




Certificate
      of Designation, Powers Preferences and Rights of the


Founders’
      Series of Convertible Preferred Stock; ($.0001 Par Value)


Stated
      Capital and Liquidation Value $25.00 Per Share


Pursuant
      to Sections 78.1955 (3) and (4) of the


Nevada
      Revised Statutes




The
      undersigned, President of Applied DNA Sciences, Inc., a Nevada Corporation
      (hereinafter called the “Company”) does hereby certify as required by Section
      78.195(6) of the Nevada Revised Statutes that the following resolutions have
      been duly adopted by the Board of Directors of the Company (the “Board”) and
      have been approved by a majority of the holders of the Company’s Common Stock as
      required by the Company’s Articles of Incorporation and Sections 78.1955.3 and
      78.1955.4 of the Nevada Revised Statutes.




RESOLVED,
      that pursuant to authority expressly granted to and vested in the Board of
      Directors of the Company by the provisions of the Articles of Incorporation,
      as
      amended (hereinafter the “Articles of Incorporation”) of the Company, there
      hereby is created, out of the 10,000,000 shares of preferred stock of the
      Company authorized in its Articles of Incorporation, as amended (the “Preferred
      Stock”), a series of Two Hundred Thousand (200,000) shares, which series shall
      have the following preferences, limitations and relative rights (in addition
      to
      the designations, powers, preferences, rights, qualifications, limitations
      and
      restrictions set forth in the Articles of Incorporation of the Company which
      are
      applicable to the Preferred Stock):


**1.**  **Designation** .
      The
      designation of the said series of the Preferred Stock shall be the “Founders’
Series of Convertible Preferred Stock” (referred to in this Certificate as the
“Founders’ Series”).









**2.**  **Number
      of Shares; Par Value** .
      The
      number of shares of the Founders’ Series shall be limited to Two Hundred
      Thousand (200,000). The shares of the Founders’ Series shall be issued as full
      shares and shall have a par value of one-hundredth of a cent ($.0001) per share
      and a stated capital of Twenty Five Dollars ($25.00) per share.




**3.**  **Dividends** .
      (a) The
      holders of the Founders’ Series shall be entitled to receive, out of any funds
      of the Company at the time legally available for the declaration of dividends,
      a
      dividend equivalent to that declared and/or paid with respect to the shares
      of
      the Common Stock of the Company. The Company shall have no duty to declare
      any
      dividend, regardless of the funds legally available for the declaration of
      a
      dividend; it being the intent that the shares of the Founders’ Series be
      entitled to a dividend only if a dividend is declared with respect to the
      Company Common Stock.




**4.**  **Liquidation** .
      In the
      event of a liquidation, dissolution, or winding up of the Company, whether
      voluntary or involuntary, at any time prior to the date that the shares of
      Founders’ Series have been converted to shares of Common Stock, as provided
      below, the holders of shares of Founders’ Series shall be entitled to receive
      out of the assets of the Company legally available therefore, whether such
      assets are capital or surplus of any nature, the sum of Twenty Five Dollars
      ($25.00) per share, and, in addition to such amount, a further amount equal
      to
      the dividends declared but unpaid and accumulated thereon, to the date of such
      distribution, and no more, before any payment shall be made or any assets
      distributed to the holders of shares of Common Stock. If upon such liquidation,
      dissolution, or winding up, whether voluntary or involuntary, the assets
      distributed among the holders of all classes of the Founders’ Series shall be
      insufficient to permit the payment to such shareholders of the full preferential
      amounts, then the entire assets of the Company to be distributed shall be
      distributed ratably among the holders of the Founders’ Series.









**5.**  **Voting** .
      The
      Founders’ Series shall have voting rights. For voting purposes, such series
      shall be considered part of the Common Stock and shall vote with the Common
      Stock, rather than as a separate series of preferred stock. Each share of the
      Founders’ Series shall have one vote per share.




**6.**  **Conversion
      into Shares of Common Stock of the Company** .
      Shares
      issued of the Founders’ Series shall be convertible at various times, and in
      accordance with individual employment or consulting agreements made between
      certain founders and consultants and the Company. Conversion will always be
      performance based, and once holder is eligible to convert a certain number
      of
      his or her shares, the conversion ratio shall be 25 shares of Common Stock
      for
      every share of the Founders’ Series of Convertible Preferred Stock.




(i)  The
      Company will notify the Founders’ Series holder in writing of eligibility to
      convert (the date on which the Company mails such written notice being referred
      to herein as “the notification date”), and such holder shall within six (6)
      months after the notification date, surrender the certificate or certificates
      representing the shares of the Founders’ Series held by such holder to the
      transfer agent of the Company, duly endorsed in blank for transfer, with his
      or
      her signature Medallion guaranteed.




(ii)  As
      soon
      as practicable, or within ten (10) business days, the Company shall cause to
      be
      issued and delivered, at the office of its transfer agent, to or on the order
      of
      the holder of the certificates for the Founders’ Series thus surrendered, a
      certificate or certificates for the number of full shares of Common Stock
      issuable hereunder upon the conversion of the shares of the Founders’ Series.
      Such conversion shall be deemed to have been effected automatically, and the
      person in whose name any certificates for Common Stock are issuable upon
      conversion shall be deemed to have become automatically, at the close of
      business on the 10 th business
      day after the surrender of the certificate, the holder of record of the shares
      of Common Stock represented thereby. Any certificates, or uncertificated shares
      in the Founders’ Series shall become null and void upon the expiration of six
      (6) months after the notification date, and the holder shall have no further
      rights in the Founders’ Series except to receive Common Stock of the
      Company.









(iii)  Earned
      and declared but unpaid dividends, if any, on the Founders’ Series shall be
      convertible in the same manner and on the same terms as the shares of the
      Founders’ Series.




(iv)  As
      long
      as any of the shares of the Founders’ Series remain outstanding, the Company
      shall take all steps necessary to reserve and keep available a number of the
      authorized but unissued shares of the Company Common Stock sufficient for
      issuance upon conversion of all outstanding shares of the Founders’ Series
      issuable thereunder.




(v)  All
      shares of the Founders’ Series that are converted as provided herein shall be
      canceled and retired, whether or not surrendered, and no further shares of
      the
      Founders’ Series shall be issued in lieu thereof.




(vi)  The
      conversion described above shall be subject to such further terms and conditions
      as may from time to time be adopted by the Board of Directors of the Company,
      provided they do not adversely affect the rights of the holders of the Founders’
Series and are not inconsistent with the foregoing provisions.









(vii)  All
      shares of Common Stock of the Company issued upon the conversion of the shares
      of the Founders’ Series shall be validly issued and outstanding, and fully paid
      and nonassessable, and considered fully paid and nonassessable at the time
      of
      issuance, as they were considered fully paid and nonassessable at the time
      of
      issuance in the form of Founders’ Series shares.




**7.**  **No
      Preemptive Rights** .
      No
      holder of any shares of the Founders’ Series may be, issuable upon conversion of
      the shares of the Founders’ Series, shall be entitled as a matter of right to
      subscribe for or purchase any part of any new or additional issue of shares
      of
      any class or series, junior or senior thereto, or securities convertible into,
      exchangeable for, or exercisable for the purchase of, shares of any class or
      series, junior or senior, whether now or hereafter authorized, and whether
      issued for cash, property, services, by way of dividends, or
      otherwise.




**IN
      WITNESS WHEREOF** ,
      the
      Company has caused this Certificate to be duly executed on its behalf by its
      undersigned President and attested to by its Secretary this 25th day of
      November, 2002.




APPLIED
              DNA SCIENCES, INC.ATTEST:[Corporate
                Seal]By:
            /s/
              Lawrence Lee/s/
              Jaime A. Cardona
            
            Lawrence
                Lee, PresidentJaime
                A. Cardona, Secretary