SecProbe.io

July 1, 2019
James B. Frakes
Chief Financial Officer
Aethlon Medical, Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, California 92123
Re:Aethlon Medical, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed June 18, 2019
File No. 333-231397
Dear Mr. Frakes:
            We have reviewed your amended registration statement and have the following
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 comments 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, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-3 Filed June 18, 2019
Exhibits
1.We note your response to prior comment 4. It appears from the second paragraph on page
2 of exhibit 5.2 that the opinion from counsel has assumed a separate opinion of
Brownstein Hyatt Farber Schrech, LLP has been delivered to you regarding certain
matters.  However, it does not appear that the opinion of this firm filed as exhibit
5.1 addressed such matters.  Please advise or have counsel provide a revised opinion as
exhibit 5.1.

 FirstName LastNameJames B.  Frakes
 Comapany NameAethlon Medical, Inc.
 July 1, 2019 Page 2
 FirstName LastName
James B.  Frakes
Aethlon Medical, Inc.
July 1, 2019
Page 2

            Please contact Thomas Jones at 202-551-3602 or Heather Percival, Senior Attorney, at
202-551-3498 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Julie Robinson, Esq.