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SEC Company Response from AETHLON MEDICAL INC (AEMD) (CIK 0000882291) (AEMD) — May 11, 2016

AETHLON MEDICAL INC (AEMD) (CIK 0000882291)
Date: May 11, 2016 · CIK: 0000882291 · Accession: 0001019687-16-006211

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File numbers found in text: 333-211151

Date
May 11, 2016
Author
James B. Frakes
Form
CORRESP
Company
AETHLON MEDICAL INC (AEMD) (CIK 0000882291)

Letter

VIA EDGAR Division of Corporation Finance Attention: Ms. Amanda Ravitz, Assistant Director Re: Aethlon Medical, Inc. Registration Statement on Form S-3 File No. 333-211151 REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Aethlon Medical, Inc. (the “Registrant”) hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-211151), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on May 12, 2016, or as soon as practicable thereafter.

The Registrant hereby authorizes Jennifer A. Post, of Raines Feldman LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that we be notified of such effectiveness by a telephone call to Ms. Post at 310.440.4100.

Very truly yours,
AETHLON MEDICAL, INC.

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CORRESP
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filename1.htm

     9635 Granite Ridge Drive

Suite 100

San Diego, CA 92123

Phone 858-459-7800

May 11, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:  Ms. Amanda Ravitz, Assistant Director

                                                                                Mr. Tom Jones

Re:  Aethlon Medical, Inc.

                                                                                Registration Statement on Form S-3

                                                                                File No. 333-211151

                                                                                REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Ravitz and Mr. Jones:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Aethlon Medical, Inc. (the “Registrant”) hereby respectfully requests acceleration of the
effective date of its Registration Statement on Form S-3 (File No. 333-211151), as amended (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern Daylight Time on May 12, 2016, or as soon as practicable thereafter.

The Registrant hereby authorizes Jennifer A.
Post, of Raines Feldman LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i)	should the Securities and Exchange Commission
(the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

(ii)	the action of the Commission or the
Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)	the Registrant may not assert Staff
comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

We respectfully request that we be notified
of such effectiveness by a telephone call to Ms. Post at 310.440.4100.

    Very truly yours,

    AETHLON MEDICAL, INC.

    /s/ James B. Frakes

    James B. Frakes

    Chief Financial Officer

cc:       Jennifer A. Post, Raines Feldman LLP