SecProbe.io

Mail Stop 3030
August 24 , 2017

Via E -mail
James A. Joyce
Chief Executive Officer
Aethlon Medical, Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, California 92123

Re: Aethlon Medical, Inc.
  Registration Statement on Form S-1
Filed  July 31, 2017
  File No.  333-219589

Dear Mr. Joyce:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Calculation of Registration Fee

1. Revise to include the registration fee for the placement agent’s warrants and underlying
common shares.

Prospectus

2. At the  time of any distribution of a preliminary  prospectus, ensure th at your filing
discloses all information currently represented by blanks, except information that Rule
430A permits you to exclude.  We note for example that you have not yet disclosed the
volume of securities offered , the last column of the beneficial own ership table,  or
information , such as “Use of Proceeds ,” based on a bona fide  estimate of the public
offering price.  See Section II.A.7 of Release 33 -6714 (May 27, 1987).  If you do not

James A. Joyce
Aethlon Medical, Inc.
August 24,  2017
Page 2

 intend to distribute a prelim inary  prospectus, please tell us when yo u intend to include the
omitted disclosure .

Use of Proceeds, page 27

3. Clarify the extent of the clinical development intended to be completed with the proceeds
from this offering.  Also disclose the amount and sources of funds necessary to complete
development.  Your revised disclosure should clarify the material steps to co mplete
development that will remain unfunded after this offering.

4. Tell us whether any proceeds may be paid to affiliates.  Also tell us the terms of the
transactions that resulted  in your obligations to the affiliates; cite any applicable
disclosure in response to Regulation S -K Item 404.

Government Regulation of Medical Devices, page 50

5. We note your disclosure on pages 3 and 45 indicating that you plan to utilize the
Expedited Access Pathway .  Clarify how that program affects your disclosure beginning
on page 50 regarding Government Regulation of Medical Devices.  Also address the
significance of “formal receipt” mentioned in your August 14, 2017 announcement, and
how receipt differs from accept ance in the program.

Description of Capital Stock, page 67

6. Update this section to reflect your current Articles of Incorporation and bylaws.  We note
for example the change made in June 2015.

Warrants, page 67

7. Revise your disclosure of “certain” ter ms of the warrants to address all material terms.
We note for example your reference to a restriction on transfer in the warrant.

Plan of Distribution, page 69

8. We note your reference to a securities purchase agreement you entered with the investors.
If you have already entered into that agreement , tell us the date of the agreement , and
provide us your analysis of how that timing is consistent with Section 5 of the Securities
Act.

9. Clarify the nature of the material representations, warranties and covenants in the
securities purchase  agreement.  Address how you determined which investors will be a
party to the agreement, and why some investors are excluded.  Also, t ell us which exhibit
contains the representations, warranties and covenants and why you believe all investors
cannot rely on yo ur disclosure made in the exhibit.

James A. Joyce
Aethlon Medical, Inc.
August 24,  2017
Page 3

10. Refer to your disclosure on page F -17 regarding the at -the-market equity program
pursuant to the Common Stock Sales Agreement between you and the placement agent in
this offering.  Tell us whether the at -the-market equ ity program will occur concurrently
with this offering and at the same price.

Where you can find more information, page 71

11. We note your statement in the third paragraph that representations, warranties and
covenants were made solely for the benefit of the parties to agreements.  Revise to
remove any potential  implication that your exhibits do not constitute public disclosure
under the federal securities laws.

12. We note your disclosure that representations, warranties or covenants were made as of an
earlier date.  Please be advised that, notwithstanding the inclusion of a general disclaimer,
you are responsible for considering whether additional specific disclosures of material
information regarding material contractual provisions are required to make the statements
included in your prospectus not misleading.

Item 17. Undertakings, page II -8

13. Please provide the undertakings r equired by Item 512(a)(5)(ii) of Regulation S -K.

Exhibit 1.1

14. Please file the underwriting agreement governing this offering.

Exhibit 5.1

15. File a revised legal opinion that does not contain blanks prior to the effective  date of this
registration statement .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any re view, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

James A. Joyce
Aethlon Medical, Inc.
August 24,  2017
Page 4

 Please contact Heather Percival  at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Jolie Kahn , Esq.