Mail Stop 6010

								April 13, 2006



John F. DeBernardis, Ph.D.
Chief Executive Officer
Applied NeuroSolutions, Inc.
50 Lakeview Parkway, Suite 111
Vernon Hills, IL 60061

	Re:	Applied NeuroSolutions, Inc.
		Schedule 14A
		Filed March 24, 2006
		File No. 1-13835

Dear Dr. DeBernardis:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

SCHEDULE 14A

Abstentions; Preferred Stock; Broker Non-Votes, page 1

1. Please disclose in this section which proposals have their
approval
assured.  For example, we note from page 15 that approval of the
subsidiary-parent merger is assured.

Proposal 1, page 4

2. Please include the information described in Item 401(a)(1) of
Regulation S-B for David Ellison and Daniel J. Kerkman.  See Item
7(b)
of Schedule 14A.

Proposal 2, page 14

3. It appears this proposal has two purposes: (1) to correct the
technical errors in the certificate of incorporation, such that
the
200 million authorized common shares and the name change are
adopted
through the appropriate procedure; and (2) to increase the number
of
authorized common shares to 400 million.  Please separate these
two
actions into two proposals.

4. Does the Amended and Restated Certificate of Incorporation
included
as Appendix B differ from the last properly adopted certificate in
any
way other than the change in the number of authorized common
shares
and the company name?  If so, please describe in the filing these
changes and their purpose.  Depending on what they are, it may be
appropriate to discuss them in a separate proposal.  We may have
further comments.

Background: Reason for the Merger, page 15

5. It appears the number of shares that are currently properly
authorized is 22.4 million.  Please disclose how many shares are
currently outstanding.

6. We note you were advised a subsidiary-parent merger would be
"the
best, most practical, least time-consuming and lease expensive
approach" to correcting the certificate of incorporation.  Please
briefly compare this "merger" approach to simply amending the
certificate of incorporation without a merger.  What steps and
expenses does a merger help you to avoid?

Increase in Number of Authorized Shares of Common Stock, page 16

7. Please disclose the following:

* The number of shares currently available for issuance based on
22.4
million authorized shares;
* The number of shares currently available for issuance based on
200
million authorized shares;
* The number of shares reserved for issuance under the company`s
stock
option plan, assuming Proposal 3 is approved;
* The number of shares the company would be required to issue upon
the
exercise of outstanding warrants; and
* The number of shares to be issued in a capital-raising
transaction.

8. Please also describe the planned capital-raising transaction.


*	*	*


	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	You may contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Adam Eilenberg, Esq.
	Ehrenreich Eilenberg & Krause LLP
	11 East 44th St., 17th Floor
	New York, New York 10017
??

??

??

??

John F. DeBernardis
Applied NeuroSolutions, Inc.
April 13, 2006
Page 1