SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
August 1, 2013

Via E -Mail
Mr. James B. Frakes
Chief Financial Officer
Aethlon Medical, Inc.
8910 University Center Lane, Suite 660
San Diego, California 92122

 Re: Aethlon Medical, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2013
Filed July 15, 2013
File No .  000-21846

Dear Mr. Frakes :

 We have reviewed yo ur filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter  within ten business days  by provi ding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2013

Item 8.   Financial Statements

Note 1.   Organization and Summary of Significant Accounting Policies

Revenue Recognition, page F -11

1. We note that you are using the milestone method of revenue recognition for your
DARPA contracts.   Please explain your basis for using this method for these
contracts.   Refer to FASB ASC 605 -28 and 605 -35.

Mr. James B. Frakes
Aethlon Medical, Inc.
August 1, 2013
Page 2

 2. Further, please explain how the company considers provisions for losses on contracts in
its revenue recognition policy and revise your disclosure in fu ture filings
accordingly.   Refer to FASB ASC 605 -35-25-45 through 25 -50.

3. We note that you have two different types of contracts: fixed -price and cost -
reimbursable.   Please explain to us the difference in how you recognize revenue for each
type of contrac t.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide a written statement from the com pany
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 t o 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.

You may contact Jeanne Bennett , Staff Accountant, at (202) 551 -3606 or Kaitlin Tillan ,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me, at (202) 551 -3676 .

       Sincerely,

       /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant