EXHIBIT
      3.1








**ARTICLES
      OF INCORPORATION**


**OF**


**APPLIED
      DNA SCIENCES, INC.**





That
      I,
      the undersigned, for the purpose of forming a corporation under and by virtue
      of
      the laws of the State of Nevada, hereby adopts the following Articles of
      Incorporation:







**ARTICLE
      I**


**NAME**





The
      name
      of this Corporation is Applied DNA Sciences, Inc.




**ARTICLE
      II**


**DURATION**





The
      duration of this Corporation is perpetual.





**ARTICLE
      III**


**PURPOSES**





The
      Corporation is organized and authorized to pursue any lawful purpose or purposes
      which may be undertaken or carried on by a corporation under the laws of the
      State of Nevada and to engage in any active, lawful business or pursuit. The
      Corporation shall further have all powers specified in Sections 78.060, 78.065
      and 78.070 of the Nevada Revised Statutes, and any amendments
      thereto.




**ARTICLE
      IV**


**STOCK**





The
      Corporation is authorized to issue two classes of capital stock. One class
      of
      stock shall be Common Stock, par value $0.001. The second class of stock shall
      be Preferred Stock, par value $0.001. The Preferred Stock, or any series
      thereof, shall have such designations, preferences and relative, participating,
      optional or other special rights and qualifications, limitations or restrictions
      thereof as shall be expressed in the resolution or resolutions providing for
      the
      issue of such stock adopted by the board of directors and may be made dependent
      upon facts ascertainable outside such resolution or resolutions of the board
      of
      directors, provided that the matter in which such facts shall operate upon
      such
      designations, preferences, rights and qualifications;, limitations or
      restrictions of such class or series of stock is clearly and expressly set
      forth
      in the resolution or resolutions providing for the issuance by the board of
      directors.










The
      total
      number of shares of stock of each class which the Corporation shall have
      authority to issue and the par value of each share of each class of stock are
      as
      follows:


Class
              Par
                  Value
              Authorized
                  SharesCommon
              $0.001
              410,000,000Preferred
              $0.001
              10,000,000Totals:
              
              420,000,000


**ARTICLE
      V**


**AMENDMENT**




These
      Articles of Incorporation may be amended by the affirmative vote of a majority
      of the shares entitled to vote on each such amendment.




**ARTICLE
      VI**


**SHAREHOLDER
      RIGHTS**





The
      authorized stock of this Corporation may be issued at such time, upon such
      terms
      and conditions and for such consideration as the Board of Directors shall
      determine. Shareholders shall not have preemptive rights to acquire unissued
      shares of the stock of this Corporation and cumulative voting is
      denied.




**ARTICLE
      VII INITIAL**


**OFFICE
      AND AGENT**





The
      address of the initial registered office of the Corporation is CSC Services
      of
      Nevada, Inc., 502 East John, Carson City, Nevada 89706, and the name of the
      Corporation's initial resident agent at such address is CSC Services of Nevada,
      Inc., 502 East John, Carson City, Nevada 89706.




**ARTICLE
      VIII**


**DIRECTORS**





The
      number of Directors constituting the initial Board of Directors of this
      Corporation shall be two (2) in number, provided, however, that the number
      of
      directors may be changed from time to time by a provision of the Bylaws, but
      in
      no event shall the number of directors be less than two (2) or more than ten
      (10). The names and addresses of the initial board of directors who shall hold
      office until the first annual meeting of shareholders, or until their successors
      are elected and qualified are: Glenn A. Little 211 West Wall Street Midland,
      Texas 79701 Matthew Blair 211 West Wall Street Midland, Texas 79701










**ARTICLE
      IX**


**INCORPORATOR**





The
      name
      and address of the incorporator is: Eric Newlan, Esquire, Newlan & Newlan,
      Attorneys at Law, 2512 Program Drive, Suite 101, Dallas, Texas
      75220.







**ARTICLE
      X**


**LIMITATION
      OF LIABILITY: DIRECTORS AND OFFICERS**





No
      director or officer of the Corporation shall be personally liable to the
      Corporation or its stockholders for damages for breach of fiduciary duty as
      a
      director or officer; provided, however, that this ARTICLE X shall not eliminate
      or limit the liability of a director or officer for:




(a)
      acts
      or omissions which involve intentional misconduct, fraud or a knowing violation
      of law; or




(b)
      the
      payment of dividends in violation of law.




Any
      repeal or modification of this ARTICLE X shall be prospective only and shall
      not
      adversely affect any right or protection of a director or officer of the
      Corporation existing at the time of such repeal or modification for any breach
      covered by this ARTICLE X which occurred prior to such repeal or
      modification.





**ARTICLE
      XI**


**RELIANCE
      BY OFFICERS AND DIRECTORS**





Each
      director, officer or member of any committee designated by the Board of
      Directors shall, in the performance of his or her duties, be fully protected
      and
      absolved from liability in relying in good faith upon the books of account
      or
      reports made to the Corporation by any of its officials, an independent public
      accountant or by an appraiser or an investment banker selected with reasonable
      care by the Board of Directors or by any such committee, or in relying in good
      faith upon other records of the Corporation. This ARTICLE XI is in addition
      to
      and shall not in any manner limit the scope of the director and officer
      liability limitation in ARTICLE X.




**ARTICLE
      XII**


**INDEMNIFICATION
      OF DIRECTORS AND OFFICERS**





The
      Corporation shall indemnify any and all persons who may serve at any time as
      directors or officers or who at the request of the Board of Directors of the
      Corporation may serve or at any time have served as directors or officers of
      another corporation in which the Corporation at such time owned or may own
      shares of stock or of which it was or may be a creditor, and their respective
      heirs, administrators, successors and assignees, against any and all expenses,
      including amounts paid upon judgments, counsel fees and amounts paid in
      settlement (before or after suit is commenced), actually and necessarily
      incurred by such persons in connection with the defense or settlement of any
      claim, action, suit or proceeding in which they, or any of them are made
      parties, or a party, or which may be asserted against them or any of them,
      by
      reason of being or having been directors or officers or a director or officer
      of
      the Corporation, or such other corporation, except in relation to matters as
      to
      which any such director or officer or former director or officer or person
      shall
      be adjudged in any action, suit or proceeding to be liable for his own gross
      negligence or wilful misconduct in the performance of his duty. Such
      indemnification shall be in addition to any other rights to which those
      indemnified may be entitled under any law, bylaw, agreement, vote of
      shareholders or otherwise.










**ARTICLE
      XIII**


**COMMON
      DIRECTORS: TRANSACTIONS BETWEEN CORPORATIONS**





No
      contract or other transaction between this Corporation and one or more of its
      directors or any other corporation, firm, association or entity in which one
      or
      more of its directors or officers are financially interested, shall be either
      void or voidable because of such relation or interest, or because such director
      or directors are present at the meeting of the Board of Directors, or a
      committee thereof which authorizes, approves or ratifies such contract or
      transaction, or because his or their votes are counted for such purpose if:
      (a)
      the fact of such relationship or interest is disclosed or known to the Board
      of
      Directors or committee which authorizes, approves, or ratifies such contract
      or
      transaction by vote or consent sufficient for the purpose without counting
      the
      votes or consents of such interested directors; or (b) the fact of such
      relationship or interest is disclosed or known to the shareholders entitled
      to
      vote and they authorize, approve, or ratify such contract or transaction by
      vote
      or written consent; (c) the contract or transaction is fair and reasonable
      to
      the Corporation. Common or interested directors may be counted in determining
      the presence of a quorum at a meeting of the Board of Directors or committee
      thereof which authorizes, approves or ratifies such contract or
      transaction.










DATED
      this 16th day of April, 1998.










/s/
      Eric Newlan




Eric
      Newlan




Incorporator










STATE
      OF
      TEXAS        )


)


COUNTY
      OF
      DALLAS )


I,
      the
      undersigned, being first duly sworn on oath, deposes and says: That I am the
      incorporator hereinbefore named; that I have read the foregoing Articles of Incorporation
      and know the contents thereof and that the same are true


to
      the best
      of
      my knowledge, except as to matters therein stated upon information and belief,
      and as to those, I believe them to be true.








/s/
      Eric Newlan


Eric
      Newlan





On
      the
      16th day of April, 1998, personally appeared before me, Eric Newlan, signer
      of
      the above Articles of Incorporation, who duly acknowledged to me that he
      executed same.








Notary
      Public


My
      Commission Expires: ___________