SecProbe.io

CORRESP
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        Julie Robinson

        +1 858 550 6092

        ROBINSONJM@cooley.com

    VIA EDGAR AND FEDEX

June 18, 2019

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Thomas Jones

   Heather Percival

 Re: Aethlon Medical, Inc.

Registration Statement on
Form S-3

Filed May 10, 2019

File No. 333-231397

Ladies and Gentlemen:

On behalf of Aethlon Medical, Inc. (the
“Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”), by letter dated June 6, 2019, regarding the Company’s
Registration Statement on Form S-3, filed on May 10, 2019 (the “Registration Statement”). We are also
electronically submitting Amendment No. 1 to the Registration Statement (the “Amended S-3”), which has
been amended in response to the Staff’s comments.

Set forth below are the Company’s
responses to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response
letter in italics.

Registration Statement on Form S-3,
filed May 10, 2019

Cover Page

 1. Please provide the disclosures required by Instruction 7 to Form S-3 General Instruction I.B.6.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended S-3 accordingly.

Risk Factors, page
4

 2. Please include a risk factor to highlight the risk mentioned in Item 3.01 of your Form 8-K filed
on May 8, 2019.

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure in the risk factors on page 4 of the Amended S-3
accordingly.

4401
Eastgate Mall, San Diego, CA 92121 T: (858) 550-6000 F: (858) 550-6420 www.cooley.com

June 18, 2019

Page 2 of 4

Incorporation of Certain
Information by Reference, page 48

 3. We note that you filed a Form 8-K on May 8, 2019. Please ensure that you specifically incorporate
this filing by reference into your registration statement. When amending your Form S-3, consider including a statement to the effect
that all filings that you file pursuant to the Exchange Act “after the date of the registration statement and prior to effectiveness
of the registration statement” shall be deemed to be incorporated by reference into the prospectus.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 48 of the Amended S-3 accordingly. Additionally, the Company respectfully
points the Staff to the Company’s current disclosure on page 48 of the Amended S-3, which similarly states the Staff’s
suggested language as follows:

“We
also incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC (other
than Current Reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to
applicable rules promulgated by the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus is a part
and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but
prior to the termination of the offering of the common stock covered by this prospectus…”

Exhibits

 4. Please have counsel provide an opinion as to the legality of the debt securities, warrants,
and units as required by Item 601(b)(5) of Regulation S-K. In this regard, we note that counsel has only opined that the securities
will be duly authorized. For guidance, refer to Section II.B.1 of Staff Legal Bulletin No. 19 (October 14, 2011).

Response: The Company acknowledges
the Staff’s comment and notes that counsel has filed a legal opinion with the Amended S-3 under exhibit 5.2 to address the
legality of the debt securities and warrants as required by Item 601(b)(5) of Regulation S-K.

 5. Please have counsel file a legal opinion that does not exclude or "carve out" relevant
law, including relevant contract law. In this regard, we note that counsel has limited its legal opinion to the "general corporate"
laws of the State of Nevada and that you have not yet specified the relevant governing jurisdiction pursuant to section 14.04 of
the Form of Indenture filed as exhibit 4.4.

Response: The Company acknowledges
the Staff’s comment and notes that counsel has filed a legal opinion with the Amended S-3 under exhibit 5.2 to address the
legality of the debt securities and warrants under the State of New York. The Company also respectfully directs the Staff’s
attention to the forms of warrant and indenture as filed with the Amended S-3 under exhibits 4.4, 4.7 and 4.8.

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June 18, 2019

Page 3 of 4

The Company respectfully requests the Staff’s
assistance in completing the review of the Amended S-3 as soon as possible. Please contact me at (858) 550-6092 with any questions
or further comments regarding the responses to the Staff’s comments.

Sincerely,

Cooley LLP

/s/ Julie Robinson, Esq.

Julie Robinson, Esq.

    cc:
    Timothy C. Rodell, MD, FCCP., Aethlon
Medical, Inc.

    James B. Frakes, Aethlon
Medical, Inc.

    Seth Skolnik, Esq.,
Cooley LLP

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