SecProbe.io

<DOCUMENT>
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 December 30, 2025

James B. Frakes
Chief Financial Officer
Aethlon Medical, Inc.
11555 Sorrento Valley Road, Suite 203
San Diego, CA 92121

 Re: Aethlon Medical, Inc.
 Registration Statement on Form S-3
 December 23, 2025
 File No. 333-292405
Dear James B. Frakes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jennifer R. Trowbridge, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Aethlon Medical, Inc.

 11555 Sorrento Valley
Road, Suite 203

 San Diego, CA 92121

 December 30, 2025

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Aethlon Medical, Inc.

 Registration Statement on Form S-3
 Filed December 23, 2025

 File No. 333-292405

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the "Securities Act"), Aethlon Medical, Inc., a Nevada corporation (the "Registrant"), hereby
respectfully requests that the United States Securities and Exchange Commission (the "Commission") take appropriate action
to cause the above-referenced Registration Statement on Form S-3 (File No. 333-292405) to become effective on Friday, January 2, 2026,
at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant understands that the Commission
will consider this request as a confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws
as they relate to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes its counsel,
Dennis J. Doucette, Esq. of Procopio, Cory, Hargreaves & Savitch LLP, to orally modify or withdraw this request for acceleration.
Please contact Mr. Doucette at (858) 720-6322 with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Sincerely,

 AETHLON MEDICAL, INC.

 /s/ James B. Frakes

 James B. Frakes

 Chief Executive Officer and Chief Financial Officer

CORRESP
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 Aethlon Medical, Inc.
11555 Sorrento Valley Road, Suite 203

 San Diego, CA 92121
(619) 941-0360

 August 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Aethlon Medical, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-289745

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentleman:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), Aethlon Medical, Inc., a Nevada corporation (the "Registrant"),
hereby respectfully requests that the United States Securities and Exchange Commission (the "Commission") take appropriate
action to cause the above-referenced Registration Statement on Form S-1, as amended (File No. 333-289745), to become effective on Tuesday,
September 2, 2025, at 5:01 p.m.., Eastern Time, or as soon thereafter as is practicable.

 The Registrant understands
that the Commission will consider this request as a confirmation by the Registrant that it is aware of its responsibilities under the
federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

 The Registrant hereby authorizes
its counsel, Dennis Doucette, Esq. of Procopio, Cory, Hargreaves & Savitch LLP, to orally modify or withdraw this request for acceleration.
Please contact Mr. Doucette at (858) 720-6322 with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Very Truly Yours,

 Aethlon Medical, Inc.

 By:
 /s/ Jim Frakes

 Name: Jim Frakes

 Title: Chief Executive Officer

CORRESP
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 filename1.htm

 MAXIM GROUP LLC

 300 Park Avenue, 16 th Floor
New York, New York 10022

 August 29, 2025

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E. Washington, D.C. 20549

 Re: Aethlon Medical, Inc.
Registration Statement on Form S-1, as amended
 File No. 333-289745

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), we, the underwriter, hereby request
that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced registration
statement on Form S-1 (the "Registration Statement") to become effective at 5:01 p.m., Eastern time, on Tuesday, September
2, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 29, 2025 to agents,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 MAXIM GROUP LLC

 By: /s/ Ritesh M. Veera
 Ritesh M. Veera
 Co-Head of Investment Banking

 cc: M. Ali Panjwani, Esq.
 Pryor Cashman LLP

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

James Frakes
Chief Executive Officer
Aethlon Medical, Inc.
11555 Sorrento Valley Road
Suite 203
San Diego, CA 92121

 Re: Aethlon Medical, Inc.
 Draft Registration Statement on Form S-1
 Filed July 25, 2025
 CIK No. 0000882291
Dear James Frakes:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Dennis Doucette
</TEXT>
</DOCUMENT>

CORRESP
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Aethlon Medical, Inc.

11555 Sorrento Valley Road, Suite 203

San Diego, California 92121

May 10, 2024

Via
Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Robert Augustin

    Re:
    Aethlon Medical, Inc.

    Registration Statement on Form S-1, as amended (File No. 333-278188)

    Acceleration Request

    Requested Date: May 14, 2024

    Requested Time: 9:00 A.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Aethlon Medical, Inc. hereby requests that the U.S. Securities and Exchange Commission accelerate the effective date
of the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), and declare
the Registration Statement effective as of 9:00 A.M. Eastern Time on May 14, 2024, or as soon thereafter as practicable.

Once the Registration Statement has been declared
effective, please orally confirm that event with Julie Robinson of Cooley LLP at (858) 550-6092, or in her absence, Wade Andrews of Cooley
LLP at (858) 550-6042. Thank you for your assistance with this matter.

Sincerely,

Aethlon
medical, Inc.

/s/ James B. Frakes

James B. Frakes

Interim Chief Executive Officer and Chief Financial Officer

CORRESP
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MAXIM GROUP LLC

300 Park Avenue, 16th Floor

New York, New York 10022

May 10, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

 Re: Aethlon Medical, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-278188

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the
underwriter, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced registration statement on Form S-1 (the “Registration Statement”) to become effective at 9:00 a.m.,
Eastern time, on Tuesday, May 14, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated April 25, 2024 to agents, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    MAXIM GROUP LLC

    By: /s/ Ritesh M. Veera

    Ritesh M. Veera
 Co-Head of Investment Banking

cc: M. Ali Panjwani, Esq.

  Pryor Cashman LLP

United States securities and exchange commission logo
March 28, 2024
James Frakes
Interim Chief Executive Officer
Aethlon Medical, Inc.
11555 Sorrento Valley Road
Suite 203
San Diego, CA 92121
Re:Aethlon Medical, Inc.
Registration Statement on Form S-1
Filed March 22, 2024
File No. 333-278188
Dear James Frakes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Julie Robinson, Esq.

March 26, 2020
James B. Frakes
Chief Financial Officer
Aethlon Medical, Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, California 92123
Re:Aethlon Medical, Inc.
Registration Statement on Form S-3
Filed March 19, 2020
File No. 333-237269
Dear Mr. Frakes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julie M. Robinson, Cooley LLP

CORRESP
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Aethlon Medical, Inc.

9635 Granite Ridge Drive, Suite 100

San Diego, California 92123

March 26, 2020

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:          Irene Paik

    Re:
    Aethlon Medical, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-237269)

Acceleration Request

    Requested Date:
    March 30, 2020

    Requested Time:
    4:15 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:15 P.M. Eastern
Time on March 30, 2020, or as soon thereafter as is practicable.

If you have any questions regarding this
request, please contact Julie Robinson of Cooley LLP at (858) 550-6092. Thank you for your assistance with this matter.

Very truly yours,

Aethlon
medical, Inc.

/s/ James B. Frakes

James B. Frakes

Chief Financial Officer

CORRESP
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Aethlon Medical, Inc.

9365 Granite Ridge
Drive, Suite 100

San Diego, California
92123

December 11, 2019

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	Paul Fischer

 Re: Aethlon Medical, Inc. (the “Company”)

    Registration Statement on Form S-1 (File
                                         No. 333-234712)

    Request for Acceleration of Effective
                                         Date

Acceleration Request

    Requested Date:
    December 12, 2019

    Requested Time:
    5:15 PM Eastern Time

Dear Mr. Fischer:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Aethlon Medical, Inc. (the “Company”) hereby requests that
the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement on form S-1 (the “Registration Statement”) and declare the Registration Statement
effective as of 5:15 PM Eastern time, on Thursday, December 12, 2019, or as soon thereafter as possible, or at such other time
as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. This request for acceleration is subject,
however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.

Once the registration
statement has been declared effective, please orally confirm that event with Julie Robinson of Cooley LLP at (858) 550-6092.

Under separate cover,
you will receive today a letter from the managing underwriters of the proposed offering joining the Company’s request for
acceleration of the effectiveness of the Registration Statement.

Very truly yours,

Aethlon
medical, Inc.

/s/ James B. Frakes

James B. Frakes

Chief Financial Officer

CORRESP
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December 11,
2019

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: AETHLON MEDICAL, INC.

    Registration Statement on Form
S-1 (Registration No. 333-234712)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright &
Co., LLC (“Wainwright”), as managing underwriter for the above-referenced offering, hereby concurs in the request
by Aethlon Medical, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern
Time on Thursday, December 12, 2019, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By: /s/ Edward D. Silvera

    Name: Edward D. Silvera

    Title: Chief Operating Officer

November 20, 2019
James B. Frakes
Chief Financial Officer
Aethlon Medical Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, CA 92123
Re:Aethlon Medical Inc.
Registration Statement on Form S-1
Filed November 15, 2019
File No. 333-234712
Dear Mr. Frakes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julie Robinson, Esq.

CORRESP
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Aethlon Medical, Inc.

9365 Granite Ridge Drive, Suite 100

San Diego, California 92123

August 1, 2019

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Thomas Jones

    Tim Buchmiller

    Re:
    Aethlon Medical, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-231397)

    Acceleration Request

    Requested Date:
    August 1, 2019

    Requested Time:
    1:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 1:00 P.M. Eastern
Time on August 1, 2019 or as soon thereafter as is practicable.

If you have any questions regarding
this request, please contact Julie Robinson of Cooley LLP at (858) 550-6092.

Very truly yours,

Aethlon
medical, Inc.

/s/ James B. Frakes

James
B. Frakes

Chief Financial Officer

July 26, 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. 2 to Registration Statement on Form S-3
Filed July 12, 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 July 1, 2019 letter.
Amendment No. 2 to Registration Statement on Form S-3 filed July 12, 2019
Exhibits
1.We note your response to prior comment 1.  Given the assumptions in primary counsel's
opinion filed as exhibit 5.2, and the last sentence of the second paragraph on page 2 of that
opinion, it appears that primary counsel is relying on local counsel's opinion.
While primary counsel's opinion is limited to the laws of the State of New York, it does
not appear from exhibit 5.1 that local counsel has provided an opinion that the registrant is
validly existing, has the power to create the obligations and has taken the required steps to
authorize entering into the obligations under the laws of the State of Nevada.  Please
confirm that when a takedown occurs you will file an updated opinion that the registrant is
validly existing, has the power to create the obligations and has taken the required steps to

 FirstName LastNameJames B.  Frakes
 Comapany NameAethlon Medical, Inc.
 July 26, 2019 Page 2
 FirstName LastName
James B.  Frakes
Aethlon Medical, Inc.
July 26, 2019
Page 2
authorize entering into the obligations under the laws of your jurisdiction of
organization.  For guidance, please refer to Part II.B.1.(e) and (f) and Part II.B.2.a of Staff
Legal Bulletin No. 19 (October 14, 2011) available on the Commission's website.
            Please contact Thomas Jones at 202-551-3602 or Tim Buchmiller, Senior Attorney, at
202-551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Julie Robinson, Esq.

CORRESP
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        Julie Robinson

        +1 858 550 6092

        ROBINSONJM@cooley.com

    VIA EDGAR

July 26, 2019

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Thomas Jones

    Tim Buchmiller

 Re: Aethlon Medical, Inc.

    Amendment No. 2 to Registration
Statement on Form S-3

    Filed July 12, 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 July 26, 2019, regarding the Company’s
Amendment No. 2 to Registration Statement on Form S-3, filed on July 12, 2019 (the “Registration Statement”).

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

Amendment No. 2 to Registration Statement on Form S-3 filed
July 12, 2019

Exhibits

 1. We note your response to prior comment 1. Given the assumptions in primary counsel's
                                                                                    opinion filed as exhibit 5.2, and the last sentence of the second paragraph on page 2 of that opinion, it appears that
                                                                                    primary counsel is relying on local counsel's opinion. While primary counsel's opinion is limited to the laws of the State of
                                                                                    New York, it does not appear from exhibit 5.1 that local counsel has provided an opinion that the registrant is
                                                                                    validly existing, has the power to create the obligations and has taken the required steps to authorize entering into the
                                                                                    obligations under the laws of the State of Nevada. Please confirm that when a takedown occurs you will file an updated
                                                                                    opinion that the registrant is validly existing, has the power to create the obligations and has taken the required steps to
                                                                                    authorize entering into the obligations under the laws of your jurisdiction of organization. For guidance, please refer to
                                                                                    Part II.B.1.(e) and (f) and Part II.B.2.a of Staff Legal Bulletin No. 19 (October 14, 2011) available on the Commission's
                                                                                    website.

July 26, 2019

Page 2 of 2

Response: The
Company acknowledges the Staff’s comment and provides the following response.

We confirm that if and
when a takedown of debt securities occurs, the Company will file an updated opinion that the Company is validly existing, has the
power to create the obligations and has taken the required steps to authorize entering into the obligations under the laws of its
jurisdiction of organization in a manner consistent with the requirements of Part II.B.2.a of Staff Legal Bulletin No. 19.

*****

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

Julie Robinson, Esq.

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

    James B. Frakes, Aethlon
Medical, Inc.

    Seth Skolnik, Esq.,
Cooley LLP

CORRESP
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    Julie
                           Robinson

        +1 858 550 6092

        ROBINSONJM@cooley.com

    VIA EDGAR

July 12, 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.

    Amendment No. 1 to Registration
Statement on Form S-3

    Filed June 18, 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 July 1, 2019, regarding the Company’s
Amendment No. 1 to Registration Statement on Form S-3, filed on June 18, 2019 (the “Registration Statement”).

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

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 Schreck, 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.

Response: The
Company acknowledges the Staff’s comment and provides the following response.

Brownstein Hyatt Farber
Schreck, LLP (“Nevada counsel”) provided an opinion, filed as Exhibit 5.1 to the Registration Statement,
required under SEC Regulation S-K, Item 601(b)(5)(i) (“Item 601(b)(5)(i)”), which requires: “An
opinion as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully
paid and non-assessable, and, if debt securities, whether they will be binding obligations of the registrant.”

July 12, 2019

Page 2 of 3

Nevada counsel’s
opinion under Item 601(b)(5)(i) provided an opinion, that, subject to certain assumptions permitted by Staff Legal Bulletin No.
19 as described below, “such Shares will be duly authorized, validly issued, fully paid and non-assessable.” We believe
such opinion is responsive to the requirements of Item 601(b)(5)(i) relating to the legality, fully paid and non-assessability
of the shares of Common Stock of the Company being registered under the Registration Statement (the “Shares”).

In response to the Staff’s June 6,
2019 Comment Letter, Cooley LLP (“Cooley”) provided an opinion that was filed as Exhibit 5.2 to the Registration
Statement, to address the additional matters required under Item 601(b)(5)(i) with respect to the debt securities (“Debt
Securities”) and warrants (“Warrants”) that are being registered under the Registration
Statement. In the Cooley opinion, we noted that a separate opinion of Nevada counsel covering certain matters had been delivered.
Specifically, we stated “We have assumed that (i) the Company . . . has duly authorized . . . the Warrants, the Warrant Agreements,
the Debt Securities and the Indenture in accordance with its organizational documents and the laws of the State of Nevada . . .
. We understand that a separate opinion of Brownstein Hyatt Farber Schreck, LLP as to certain of such matters has been delivered
to you.” Consistent with that statement, the opinion of Nevada Counsel opined that, subject to certain assumptions permitted
by Staff Legal Bulletin No. 19, as discussed below, “any offering, issuance or sale of Debt Securities, Warrants or Units,
such Securities will be duly authorized.” The reference in the Cooley Opinion to the opinion of Nevada counsel was
intended only to note that a separate opinion had been rendered to the Company. The Cooley opinion did not rely on the opinion
of Nevada counsel. Consistent with the statement quoted from the Cooley opinion, there was overlap between the opinion of Nevada
counsel and the assumptions made by Cooley in its opinion, so the statement made in the Cooley opinion was correct on its face.
But given the guidance provided in Staff Legal Bulletin No. 19 as described below, Cooley was entitled to make assumptions in its
opinion without reference to or reliance on the opinion of Nevada counsel or any other opinion.

We respectfully note
that under Staff Legal Bulletin No. 19 (October 14, 2011), the Staff has provided guidance that the assumptions that can be taken
in the case of Item 601(b)(5)(i) opinions for a universal shelf are very broad. It states specifically that “the legality
opinion in the shelf registration statement at the time it becomes effective may include assumptions regarding the future issuance
of securities that would generally not be acceptable in connection with a non-shelf offering” and then states in a footnote
“Such assumptions may include, for example, that the number of shares to be offered and sold under the registration statement
will not exceed the number of shares authorized in the registrant’s certificate or articles of incorporation; that the board
will have taken all actions, passed all resolutions, etc., necessary to authorize the issuance and sale of the securities; that
the specific terms of the securities will have been determined in accordance with all board resolutions or other authorization
requirements; and that all required state approvals will have been received (e.g., if the registrant is a state regulated utility).”

We do not interpret Item
601(b)(5)(i) to require any particular specific wording or exact matching wording for the required opinions covering the legality,
valid issuance or non-assessability of the Shares, Warrants and Debt Securities, or with respect to the Debt Securities, the requisite
binding obligations opinion covered in the Cooley opinion. We also note that Cooley has filed registration statements with similar
opinions for registrants in the past and we have reviewed many other 601(b)(5)(i) opinions that take a similar approach.

*****

July 12, 2019

Page 3 of 3

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

Julie Robinson, Esq.

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

    James B. Frakes, Aethlon
Medical, Inc.

    Seth Skolnik, Esq.,
Cooley LLP

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.

CORRESP
1
filename1.htm

        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.

*****

      2

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

      3

June 6, 2019
James B. Frakes
Chief Financial Officer
Aethlon Medical, Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, California 92123
Re:Aethlon Medical, Inc.
Registration Statement on Form S-3
Filed May 10, 2019
File No. 333-231397
Dear Mr. Frakes:
            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 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.
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.
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.
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

 FirstName LastNameJames B.  Frakes
 Comapany NameAethlon Medical, Inc.
 June 6, 2019 Page 2
 FirstName LastName
James B.  Frakes
Aethlon Medical, Inc.
June 6, 2019
Page 2
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.
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).
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, 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.
            Please contact Thomas Jones at 202-551-3602 or Heather Percival, Senior Attorney, at
202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Julie Robinson, Esq.

CORRESP
1
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    9635
                                         Granite Ridge Drive

                                                       Suite
                                         100

                                                       San
                                         Diego, CA 92123

                                                       Phone
                                         858-459-7800

VIA EDGAR

September 29, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

    Attn:
    Russell Mancuso, Esq.

    Branch Chief

    Heather Percival, Esq.

    RE:
    Aethlon Medical, Inc.

    Registration Statement on Form S-1
Filed July 31, 2017

    File No. 333-219589

Dear Mr. Mancuso and Ms. Percival:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1/A,
filed September 26, 2017, File No. 333-219589 (the “Registration Statement”). We hereby provide supplementally the
following responses in reply to the Staff’s comment letter dated September 28, 2017 (the “Comment Letter”). The
numbered responses set forth below correspond to the numbering set forth in the Comment Letter. For your convenience, we have included
each of the Staff’s comments (in bold) before the relevant response.

Risk Factors, page 5

1. We note your response to prior comment 7; however, your prospectus should include appropriate risk factor disclosure addressing
the jury trial waiver and exclusive forum. Also, provide us support for your disclosure that the clauses are “customary and
reasonable” in registered offerings.

In response to the Staff’s comment,
we have added a risk factor addressing jury trial waiver and exclusive forum as follows:

The exclusive jurisdiction and waiver
of trial by jury clauses set forth in the form of securities purchase agreement and warrants to be issued to purchasers in this
offering may have the effect of limiting a purchaser’s rights to bring legal action against us and could limit a purchaser’s
ability to obtain a favorable judicial forum for disputes with us.

Section 5.9 of the securities purchase agreement,
which may be executed by purchasers of at least $500,000 of securities in this offering, provides for investors to consent to exclusive
jurisdiction to courts located in New York, New York and Section 5.21 provides for a waiver of the right to a trial by jury.
These provisions are also set forth in Section 5(e) of the warrants to be issued to purchasers in this offering (forms of which
have been filed as exhibits 4.29 and 4.31 of the Registration Statement on Form S-1 to which this prospectus forms a part). These
provisions may have the effect of limiting the ability of investors to bring a legal claim against us due to geographic limitations
and/or preference for a trial by jury and may limit an investor’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable
in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could adversely affect our business and financial condition.

      1

We have removed any and all references to
these clauses being “customary and usual” from our disclosure.

We cannot assure you that we will be able to comply with
the continued listing standards of the NASDAQ Capital Market, page 21

2. Address the last sentence of prior comment 10 regarding your previous deletion of disclosure from this risk factor.

In response to the Staff’s comment, we have added the
omitted disclosure back to the risk factor and clarified that we have been granted an extension by Nasdaq to meet the continued
listing criteria.

Liquidity and Capital Resources, page 47

3. Reconcile your response to prior comment 6 with (1) your prospectus disclosure that this is a best efforts offering with
no minimum required as a condition to closing, and (2) your disclosure regarding your liquidity on page 47.

In response to Staff’s comment, we have added the following
disclosures on p. 47 of the prospectus and to the Use of Proceeds section:

“If our gross proceeds from this offering is less than
$6 million, we will need to raise additional capital from other sources.”

“The securities purchase agreement being
entered into with certain purchasers in this offering limit our ability to raise capital both (i) for the next 90 days
whatsoever, and (ii) for so long as warrants issued hereunder are outstanding, in any sort of variable priced financing. Even
without receipt of proceeds from this offering, we have sufficient cash to operate for 90 days, and we do not intend to enter
into any sort of variable priced financing in the future due to the highly dilutive nature of those financings. Because we do
not intend to enter into any variable priced financings, we would not forsee a need for a forward or reverse split of our
stock in the next 12 months”.

Plan of Distribution, page 76

4. Please address that part of prior comment 10 seeking disclosure of the material differences between the rights of investors
who sign the securities purchase agreement and all other investors in this offering. Your revised disclosure should make clear
what benefits and remedies investors who sign the agreement receive that other investors will not have.

In order to comply with your comment, we have added the following
to the disclosure addressing the material differences: “In addition to rights and remedies available to all purchasers in
this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also
be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger
purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase
agreement: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings while any warrants offered
hereunder are outstanding; (iii) agreement to not enter into any financings for 90 days from closing; and (iv) agreement not to
enter into any stock splits for a year from closing. ”

We hope that the foregoing is responsive
to the Staff’s comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions
regarding this matter.

Very truly yours,

/s/ Jim Frakes

James B. Frakes

Chief Financial Officer

      2

CORRESP
1
filename1.htm

        9635 Granite Ridge Drive

        Suite 100

        San Diego, CA 92123

        Phone 858-459-7800

VIA EDGAR

September 29, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

    Attn:
    Russell Mancuso, Esq.

    Branch Chief

    Heather Percival, Esq.

    RE:
    Aethlon Medical, Inc.

    Registration Statement on Form S-1 Filed July 31,
    2017

    File No. 333-219589

Dear Mr. Mancuso and Ms. Percival:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1/A,
filed September 29, 2017, File No. 333-219589 (the “Registration Statement”). As requested in a telephone call this
morning with our counsel, Jolie Kahn, Esq., we are hereby confirming that Section 5.5 of the Securities Purchase Agreement filed
as exhibit 10.84 to the Registration Statement (“SPA”) does not allow the parties to the SPA to amend the terms
of the warrants (attached as exhibits 4.29 and 4.31 to the Registration Statement) without the consent of the holders of those
warrants.

We hope that the foregoing is responsive
to the Staff’s comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions
regarding this matter.

Very truly yours,

AETHLON MEDICAL, INC.

/s/ Jim Frakes

James B. Frakes

Chief Financial Officer

CORRESP
1
filename1.htm

        9635 Granite Ridge Drive

        Suite 100

        San Diego, CA 92123

        Phone 858-459-7800

September 29, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Attention:

        Russell Mancuso, Esq.

        Heather Percival, Esq.

    Re:

        Aethlon Medical, Inc.

        Registration Statement on Form S-1

        File No. 333-219589

        REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Mancuso and Ms. Percival:

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-1 (File No. 333-219589), as amended (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern Daylight Time on September 29, 2017, or as soon as practicable thereafter.

The Registrant hereby authorizes Jolie Kahn,
Esq., to orally modify or withdraw this request for acceleration.

We respectfully request that we be notified
of such effectiveness by a telephone call to Ms.Kahn at (516) 217-6379.

    Very truly yours,

    AETHLON MEDICAL, INC.

    /s/ James B. Frakes

    James B. Frakes

    Chief Financial Officer

CORRESP
1
filename1.htm

        9635 Granite Ridge Drive

        Suite 100

        San Diego, CA 92123

        Phone 858-459-7800

VIA EDGAR

September 29, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

    Attn:
    Russell Mancuso, Esq.

    Branch Chief

    Heather Percival, Esq.

    RE:
    Aethlon Medical, Inc.

    Registration Statement on Form S-1 Filed July 31,
    2017

    File No. 333-219589

Dear Mr. Mancuso and Ms. Percival:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1/A,
filed September 29, 2017, File No. 333-219589 (the “Registration Statement”). As requested, in a telephone call this
morning with our counsel, Jolie Kahn, Esq., we are hereby confirming that Section 5.5 of the Securities Purchase Agreement filed
as exhibit 10.84 to the Registration Statement (“SPA”) does not allow the parties to the SPA to amend the terms
of the SPA in any manner which would affect the terms of the warrants (attached as exhibits 4.29 and 4.31 to the Registration Statement)
or affect the holders of those warrants without the consent of the holders of those warrants.

We hope that the foregoing is responsive to the Staff’s
comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions regarding this matter.

Very truly yours,

AETHLON MEDICAL, INC.

/s/ Jim Frakes

James B. Frakes

Chief Financial Officer

Mail Stop 3030
September  28, 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.
  Amendment No. 3  to Registration Statement on Form S-1
Filed  September 26, 2017
  File No.  333-219589

Dear Mr. Joyce:

We have limited our review of your amended 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.   Unless we note
otherwise, our references to prior comments are to comments in our September 22, 2017 letter .

Risk Factors, page 5

1. We note your response to prior comment 7 ; however, your prospectus should include
appropriate risk  factor disclosure addressing  the jury trial waiver  and exclusive forum.
Also, provide us support for your disclosure that the clauses are “customary and
reasonable” in registered offerings.

We cannot assure you that we will be able to comply with the continued listing standards of the
NASDAQ Capital Market , page 21

2. Address the last sentence of prior comment 10 regarding your previous  deletion of
disclosure from this risk factor .

James A. Joyce
Aethlon Medical, Inc.
September 28 , 2017
Page 2

 Liquidity and Capital Resou rces, page 47

3. Reconcile your response to prior comment 6 with (1) your prospectus disclosure  that this
is a best efforts offering with no minimum required as a condition to closing, and (2) your
disclosure  regarding your liquidity  on page 47.

Plan of Distribution, page 76

4. Please address that part of prior comment 10 seeking disclosure of the material
differences between  the rights of investors who sign the securities  purchase agreement
and all other investors  in this offering .  Your revised disclosure  should make  clear what
benefits and remedies inves tors who sign the agreem ent receive that other investors will
not have.

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.

CORRESP
1
filename1.htm

    9635 Granite Ridge Drive

Suite 100

San Diego, CA 92123

Phone 858-459-7800

VIA EDGAR

September 26, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

    Attn:
    Russell Mancuso, Esq.

    Branch Chief

    Heather Percival, Esq.

    RE:
    Aethlon
Medical, Inc.

Registration Statement on Form S-1
Filed July 31, 2017

File No. 333-219589

Dear Mr. Mancuso and Ms. Percival:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1/A,
filed September 18, 2017, File No. 333-219589 (the “Registration Statement”). We hereby provide supplementally the
following responses in reply to the Staff’s comment letter dated September 22, 2017 (the “Comment Letter”). The
numbered responses set forth below correspond to the numbering set forth in the Comment Letter. For your convenience, we have included
each of the Staff’s comments (in bold) before the relevant response.

Calculation of Registration Fee

 1. We note your response to prior comment 1. Please demonstrate how you calculated the fee for the common stock issuable upon
exercise of placement agent’s warrants.

The placement agent would be entitled to 3% of the
number of shares of common stock issuable in the offering at an exercise price equal to 125% of the offering price per unit. Based
upon a $7,500,000 total offering price, 3% placement agent’s warrant coverage and the 125% exercise price, the proposed maximum
aggregate offering price for the placement agent’s warrant is $281,250. The fee is established at the rates published by
the SEC, and based upon recalculation is approximately $32.60. We have revised the registration fee table in Amendment No. 3 to
the Registration Statement on Form S-1 (“Amendment No. 3”) which is filed in conjunction herewith.

 2. Reconcile the securities included in your fee table with the securities mentioned in exhibit 10.84.

We respectfully submit that the securities included
in the fee table are comprised of common stock and warrants which are the Class A warrants referenced in exhibit 10.84. The fee
table also includes pre-funded units which a purchaser may purchase in lieu of the Class A units in cases where it would otherwise
purchase over 4.99% of the Company’s issued and outstanding common stock in the offering. The Class B warrants in exhibit
10.84 are these pre-funded units.

Prospectus

 3. Continue to address prior comment 2 so that you have provided all required disclosure. We note for example the omission
from the table on page 70.

We believe that we have included all information
required by Rule 430A in the amendments filed to the Form S-1 and appropriately footnoted that the last column would be completed
by amendment; however, we will provide a revised beneficial ownership table in Amendment No. 3, based upon the assumed $1.57 offering
price and 13,728,151 shares of common stock issued and outstanding following the offering, as set forth below.

    NAME AND ADDRESS

    AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1) (2)

    PERCENT OF BENEFICIAL OWNERSHIP BEFORE OFFERING

    PERCENT OF BENEFICIAL OWNERSHIP AFTER OFFERING**

    James A. Joyce, Chief Executive Officer and Director

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    386,939 shares (3)

    4.30%

     2.81%

    Rodney S. Kenley, President and Director

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    47,262 shares (4)

    *

     *

    James B. Frakes, Chief Financial Officer

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    35,726 shares (5)

    *

     *

    Franklyn S. Barry, Jr., Former Director

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    54,233 shares (6)

    *

     *

    Edward G. Broenniman, Director

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    59,755 shares (7)

    *

     *

    Chetan Shah, MD, Director

    9635 Granite Ridge Drive, Suite 100

    San Diego, CA 92123

    405,628 shares (8)

    4.50%

     2.95%

    Empery Asset Management, LLC (12)

    1 Rockefeller Plaza, Suite 1205

    New York, New York 10020

    1,586,096 shares (9)

    8.7%

     5.36%

    Ellen R Weiner Family Revocable Trust (12)

    10300 W. Charleston Blvd. #13-222

    Las Vegas, NV 89135

    708,335 shares (10)

    7.80%

     5.16%

    Alpha Capital Anstalt (12)

    Lettstrasse 32, FL-9490 Vaduz,

    Furstentums, Liechtenstein

    738,958 shares (11)

    7.70%

     5.38%

    Sachs Investment Group, LLC (12)

    1346 S. Third St., Louisville, KY 40208

    1,344,305 shares

    15.10%

     9.79%

    All Current Directors and Executive Officers as a Group (7

    members)

    989,542 shares

    10.60%

     7.21%

____________________

    *
    Less than 1%

    **
    Based upon an assumed 4,777,070 shares of our common stock offered hereby.

Russell Mancuso, Esq.

Heather Percival, Esq.

September 25, 2017

Page 2

Prospectus Cover

 4. Provide the disclosure required by the last sentence of Regulation S-K Item 501(b)(8).

In response to the Staff’s comment, the following
has been added onto the cover of the prospectus:

“The
placement agent is not required to sell any specific number or dollar amount of securities being offered hereby but will use
its best efforts to sell the securities offered.”

Use of Proceeds, page 27

 5. Please address the last sentence of prior comment 4. We note your liabilities to related
parties mentioned in your Balance Sheet and Statement of Cash Flows.

The balance sheet account “due to affiliates” contains two items, (a) the amount of accrued vacation owed to our CEO
under his employment agreement in the amount of $29,616 and (b) accrued board of directors fees in the amount of $28,750 as of
March 21, 2017 and $18,750 as of June 30, 2017. The Due to Related Parties footnote to our financial statements recounts
the amount owed under the accrued board fees. For example, the relevant footnote language from our June 30, 2017 financial statements
was as follows: “During the three months June 30, 2017, we accrued unpaid Board fees of $18,750 owed to our outside directors
as of June 30, 2017.”

Our statement of cash flows
reflects the quarterly payment to our non-employee directors of the accrued board fees in the cash used in operating activities
section.

Liquidity and Capital Resources, page 47

 6. Clarify how your obligations in the securities purchase agreement that you are entering in
connection with this offering affect your liquidity. We note for example sections 4.12 and 4.15 of exhibit 10.84.

We do not believe that the obligations under
the securities purchase agreement will affect our liquidity. Section 4.12 refers to limitations on our ability to consummate subsequent
equity offerings in 90 days post closing of the offering and also entry into variable rate transactions. We believe that the funds
raised in this offering will address our cash flow needs for at least the next 12 months, so the 90 day prohibition will not adversely
affect our cash flow. Furthermore, we do not intend to issue an variable rate securities due to their highly dilutive nature, so
we do not view Section 4.12 as adversely affecting our liquidity.

With regard to Section 4.15, the Company expect
to raise sufficient funds in this offering to meet its cash flow requirements for at least the next 12 months, and therefore we
do not anticipateeffecting a stock split, reverse or forward, and believe this covenant will not affect our liquidity.

Description of Securities We Are Offering, page
73

 7. We note that your securities purchase agreement includes clauses waiving a jury trial and establishing
an exclusive forum, which appear to also apply to the warrants you are offering pursuant to Section 5(e) of exhibits 4.29 and 4.31.
Revise this section accordingly and provide appropriate risk factor disclosure.

Waiver of trial by jury and establishing New York
as an exclusive forum for disputes are two standard and accepted provisions in commercial contracts. Given the sophistication of
the New York courts and developed commercial case law, these provisions benefit all parties as they promote uniformity of application
and efficiency. We do not believe that either provision causes an undue risk to the Company, and thus we believe that no risk factor
disclosure isrequired. We will, however, add the following sentence with respect to the securities purchase agreement disclosure
on p. 73 of Amendment No. 3: “This securities purchase agreement, as well as the warrants offered hereunder, contain customary
and reasonable clauses which require the parties to waive the right to trial by jury in any dispute between them and establish
New York County, NY as the exclusive forum for resolution of those disputes.”

Russell Mancuso, Esq.

Heather Percival, Esq.

September 25, 2017

Page 3

Pre-Funded Warrants, page 74

 8. Refer to prior comment 7. Revise your disclosure of “certain” terms of the pre-funded
warrants to address all material terms. In your revised disclosure, clearly describe what you mean when you say that the warrants
are “pre-funded,” including whether the “pre- funded” amount will be returned to the purchaser or other
holder of the warrants if the warrants expire unexercised, the purpose of "pre funding" warrants, and how the warrants
you are offering achieve this purpose. Likewise, describe the purpose of the ownership thresholds. Disclose any ability to change
these provisions; we note for example section 5(l) of exhibit 4.31.

To address your concerns, we are adding the following
disclosure on p. 74:

“Pre-funded” warrants provide any purchaser
in this offering with the ability purchase more than 4.99% of our issued and outstanding stock . This is accomplished through purchasing
“pre-funded” warrants at a price equal to the purchase price for units, less $.01, which $.01 is the exercise price
for the “pre-funded” warrants. Each “pre-funded” warrant is exerciseable into a unit as offered hereunder.
Thus, the purchaser is paying essentially the purchase price for a unit at closing of the offering but is not deemed to beneficially
own the unit until the purchaser exercises the “pre-funded” warrant. Once purchased, the purchase price of the “pre-funded”
warrants is not refundable. While the warrant permits waiver of provisions by us and the holder of the warrant, this would not
affect the “pre-funding” as that is the purchase price of the instrument which is paid at the time of closing and becomes
part of our proceeds received from the offering. In addition, the pre-funded warrants are perpetual and do not have expiration
date.

Warrants, page 74

 9. We note your response to prior comment 7. Disclose in your prospectus all material terms
of the warrants as required by Regulation S-K Item 202(c)(5). Also, revise your statements that your disclosure “is not complete”
and “qualified” by other documents to avoid any implication that you have not complied with that Item.

We believe that we have disclosed
all materials terms of the warrants; however, to address the Staff’s comment, we have now revised our statements on p. 74
of Amendment No. 3.

Plan of Distribution, page 76

    10.
     We note your response to
prior comment 9. In an appropriate section of your prospectus, highlight the material differences in rights to investors
purchasing shares pursuant to the securities purchase agreement and all other investors. Also, reconcile your
disclosure in the securities purchase agreement with the disclosure in your prospectus.  We note, as one
example only, that your disclosure in section 4.7 of exhibit 10.84 does not appear to reconcile with your use of proceeds
disclosure on page 27 of your prospectus. When reconciling section 3.1(w) with your disclosure on page 21, also tell us the
reason for the deletion from page 21 given the information in your Form 8-K filed August 7, 2017.

We have revised the Plan of Distribution
in the prospectus to highlight the rights of an investor purchasing pursuant to the Securities Purchase Agreement. Additionally,
we have revised the form of Securities Purchase Agreement so that all exceptions to the representations and warranties are set
forth in the prospectus.  Accordingly, we will not have a separate disclosure schedule to the Securities Purchase Agreement
to ensure that all investors will receive the same public disclosure.  Finally, Section 4.7 of the Securities Purchase Agreement
has been revised so that the use of proceeds is set forth solely in the prospectus.

    11.
     We note your
response to prior comment 11 and your disclosure that the representations, warranties and covenants are not “available to”
other investors and that investors “shall rely solely on this prospectus.” Revise to remove any potential implication
that your exhibits do not constitute public disclosure under the federal securities laws.

The
Company has deleted any statements in the Plan of Distribution of the prospectus that the representations, warranties and covenants
are “not available” to the other investors and that the investors “shall rely solely on this prospectus”
to remove any potential implication that such information does not constitute public disclosure under the federal securities laws.

Russell Mancuso, Esq.

Heather Percival, Esq.

September 25, 2017

Page 4

Other Relationships, page 77

    12.
    Disclose your response to prior comment 10.

In response to the Staff’s comment, we have added the
disclosure to p. 77 of Amendment No. 3.

Exhibit 5.1

    13.
    File an opinion that addresses all securities included in the fee table of your registration
    statement, including the units. Also, ensure that the opinion that you file addresses the laws of the jurisdiction governing
    the warrants.

The opinion has been revised in the response
to the Staff’s comment.

Exhibit 10.84

    14.
    File the complete agreement with all attachments, including exhibits and schedules.

We have filed a revised form of the securities purchase
agreement, removing the references to disclosure and schedules and adding the exhibits thereto.

We hope that the foregoing is responsive
to the Staff’s comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions
regarding this matter.

Very truly yours,

/s/ Jim Frakes

James B. Frakes

Chief Financial Officer

Mail Stop 3030
September 22, 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.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  September 18 , 2017
  File No.  333-219589

Dear Mr. Joyce :

We have limited our review of your amended 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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng 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 August 24, 2017 letter .

Calculation of Registration Fee

1. We note your response to prior comment 1.  Please demonstrate how you calculated the
fee for the common stock issuable upon exercise of placement agent’s warrants .

2. Reconcile the securities included in your fee table with the securities mentioned in
exhibit 10.84.

Prospectus

3. Continue to address prior  comment 2 so that you have provided all required disclosure .
We note for example the omission from the table on page 70.

James A. Joyce
Aethlon  Medical, Inc.
September 22, 2017
Page 2

 Prospectus C over

4. Provide  the disclosure  required by the last sentence of Regulation S -K Item 501(b)(8).

Use of Proceeds, p age 27

5. Please address the last sentence  of prior  comment 4.  We note your liabilities to related
parties mentioned in your Balance Sheet and Statement of Cash Flows .

Liquidity and C apital Resources, page 47

6. Clari fy how your obligations in the securities purchase agreement that you are entering  in
connection with this offering affect your liquidity.  We note for example  sections 4.12
and 4.15 of exhibit 10.84.

Description of Securities We Are Offering, page 73

7. We not e that your securities purchase agreement includes clauses  waiving a jury trial  and
establishing an exclusive forum , which appear  to also apply to the warrants you are
offering pursuant to Section 5(e) of exhibits 4.29 and 4.31.  Revise this section
accordingly and provide appropriate ri sk factor disclosure.

Pre-Funded Warrants, page 74

8. Refer to prior  comment  7.  Revise your disclosure  of “certain ” terms of th e pre -funded
warrants to address all material terms.  In your revised disclosure , clearly describe what
you mean when  you say that the warrants are “pre-funded, ” including whether the “pr e-
funded” amount will be returned to the purchaser or other holder of the warrants if the
warrants expire unexercised, the purpose of "pre funding" warrants, and how the warrants
you are offering achieve this purpose. Likewise, describe the purpose of the ownership
thresholds .  Disclose any ability to change  these provisions; we note for example section
5(l) of exhibit 4 .31.

Warrants, page 74

9. We note your response to prior  comment 7.  Disclose  in your prospec tus all material
terms of the warrants  as required by Regulation S -K Item 202(c)(5) .  Also, r evise your
statements that your disclosure  “is not complete ” and “qualified ” by other documents to
avoid any implication that you have not complied with that Item.

Plan of Distribution, page 76

10. We note your response to prior comment 9.  In an appropriate section of your prospectus,
highlight the material differences in rights to investors purchasing shares pursuant to the
securities purchase agreement and all other investors.  Also, reconcile your disclosure in

James A. Joyce
Aethlon  Medical, Inc.
September 22, 2017
Page 3

 the securities purchase agreement with the disclosure in your prospectus.  We note , as
one example only, that your disclosure in section 4.7 of exhibit 10.84 does not appear to
reconcile with your use of proceeds disclosure on page 27 of your prospectus .  Whe n
reconciling section 3.1(w) with your disclosure  on page 21, also tell us the reason for the
deletion from page 21  given the information in your Form  8-K filed August 7, 2017 .

11. We note your r espons e to prior comment 11 and your disclosure  that the representations,
warranties and covenants are not “available to ” other investors and that investors “shall
rely solely on this prospectus .”  Revise to remove any  potential  implication that your
exhibits do not constitute public disclosure  under the federal securities laws.

Other Relationships, page 77

12. Disclose  your response to prior comment 10.

Exhibit 5.1

13. File an opinion that addresses all securities included in the fee table of your registration
statement, including the units.  Also, ensure that the opinion t hat you file addresses the
laws of the jurisdiction  governing the warrants.

Exhibit 10.84

14. File the complete agreement  with all attachments, including exhibits and schedul es.

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.

CORRESP
1
filename1.htm

    9635 Granite Ridge Drive

Suite 100

San Diego, CA 92123

Phone 858-459-7800

VIA EDGAR

September 15, 2017

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

Attn:   Russell Mancuso, Esq.

Branch Chief

            Heather Percival, Esq.

 RE: Aethlon Medical, Inc.

    Registration Statement on Form S-1
Filed July 31, 2017

    File No. 333-219589

Dear Mr. Mancuso and Ms. Percival:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1,
filed July 31, 2017, File No. 333-219589 (the “Registration Statement”). We hereby provide supplementally the following
responses in reply to the Staff’s comment letter dated August 24, 2017 (the “Comment Letter”). The numbered responses
set forth below correspond to the numbering set forth in the Comment Letter. For your convenience, we have included each of the
Staff’s comments (in bold) before the relevant response.

Calculation of Registration Fee

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

We have so revised the registration fee  table on the cover
page of the Registration Statement.

Prospectus

 2. At the time of any distribution of a preliminary prospectus,
ensure that 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
ownership 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 intend to distribute a preliminary prospectus, please
tell us when you intend to include the omitted disclosure.

We acknowledge the Staff’s comment and we have included
this missing information, except for the information permitted by Rule 430A, in the Amendment No. 1 to the Registration Statement
filed with this letter.

Russell Mancuso, Esq.

Heather Percival, Esq.

September 15, 2017

Page 2

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
complete development that will remain unfunded after this offering.

We added the following disclosure on p. 27:

We intend to use the net proceeds of this offering to continue
the clinical development of our product candidates and for working capital and other general corporate purposes. We cannot state
with specificity the amount of funds raised which will be utilized for clinical development. The cost of completing an efficacy
trial for our device is almost entirely a function of the number of patients and sites the FDA decides is necessary for our device.
We do not expect to receive that guidance from the FDA for a number of months. Should the FDA decide to approve our device for
certain highly virulent viruses for which clinical trials cannot be conducted, then we will not incur clinical trial costs related
to those indications.

 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.

We confirm that no proceeds will be paid to affiliates.

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 acceptance
in the program.

The Company has since been accepted into the
program, and the disclosure has been revised accordingly.

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.

We have updated this section to reflect the June 2015 amendment
to the quorum requirements. This disclosure now appears on p. 73 of the Registration Statement.

Warrants, page 67

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

We have amended the disclosure on pp. 74-75 to
include disclosure of all material terms.

Russell Mancuso, Esq.

Heather Percival, Esq.

September 15, 2017

Page 3

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.

We will not enter into any securities purchase agreements until
the consummation of the offering.

 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, tell us which exhibit
contains the representations, warranties and covenants and why you believe all investors cannot rely on your disclosure made in
the exhibit.

We have added
disclosure clarifying the nature of the material representations, warranties and covenants in the Plan of Distribution. We
determined that a $500,000 investment was an appropriate materiality threshold for  entering into the securities purchase
agreements so as to have covenants not otherwise obtained from investors in this offering. Exhibit 10.84 is the form of
securities purchase agreement.

The reliance concept is based upon contractual law, and we have
clarified this in our disclosure.

The disclosure is addressed by replacing
the third plan of distribution paragraph with the following:

We expect to enter into
securities purchase agreements with investors who purchase at least $500,000 of units in this offering,
providing such investors with certain representations, warranties and covenants from us, which representations, warranties
and covenants will not be contractually available to other investors who will not execute a securities
purchase agreement in connection with the purchase of the securities offered pursuant to this prospectus. Therefore, those investors shall rely solely on this prospectus in connection with the purchase of securities
in the offering. We will deliver the securities being issued to the investors upon receipt of investor funds for the
purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to
this prospectus on or about ________.

The nature of the representations,
warranties and covenants in the securities purchase agreements shall include:

- standard issuer representations and warranties on matters
such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation,
labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such
as the Foreign Corrupt Practices Act; and

- covenants regarding matters such as registration of warrant
shares, no integration with other offerings, filing of an 8-K to disclose entering into these securities purchase agreements, no
shareholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing
of common stock, no subsequent equity sales for 90 days and no stock splits for one year.

 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 equity program will occur concurrently
with this offering and at the same price.

The ATM will be suspended from the time of filing of this letter
until closing of the transaction.

Russell Mancuso, Esq.

Heather Percival, Esq.

September 15, 2017

Page 4

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.

We have so revised the language.

 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.

We so acknowledge.

Item 17. Undertakings, page II-8

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

We have added that undertaking.

Exhibit 1.1

 14. Please file the underwriting agreement governing this offering.

There will be no underwriting agreement, and the terms are governed
by the Engagement Agreement which is attached as Exhibit 1.1.

Exhibit 5.1

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

We acknowledge and will file a completed opinion prior to the
effective date of this registration statement.

We hope that the foregoing is responsive
to the Staff’s comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions
regarding this matter.

Very truly yours,

/s/ Jim Frakes

James B. Frakes

Chief Financial Officer

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.

CORRESP
1
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

Mail Stop 3030

        May 10, 2016

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 -3
Filed May 5, 2016
 File No.  333-211151

Dear Mr. Joyce :

This is to advise you that we have not reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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 the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company 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.

James A. Joyce
Aethlon Medical, Inc.
May 10, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Jennifer A. Post, Esq.

CORRESP
1
filename1.htm

     9635 Granite Ridge Drive

Suite 100

San Diego, CA 92123

Phone 858-459-7800

July 31, 2015

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

    Ms. Heather Percival

    Re:
    Aethlon Medical, Inc.

    Registration Statement on Form S-1

    File No. 333-205832

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Ravitz and Ms. Percival:

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-1 (File No. 333-205832) (the “Registration Statement”), so that
it may become effective at 4:00 p.m. Eastern Standard Time on August 4, 2015, 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

July 30 , 2015

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 24 , 2015
  File No.  333-205832

Dear Mr. Joyce :

This is to advise you that we have not reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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 the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company 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.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

James A. Joyce
Aethlon Medical, Inc.
July 30, 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

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

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director

cc (via e -mail):  Jennifer A. Post , Esq.
 Raines Feldman  LLP

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

       DIVISION OF
CORPORATION FINANCE
August 20 , 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 completed ou r review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the fil ing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    8910 University Center Lane, Suite 660

San Diego, CA 92122

858-459-7800

858-272-2738 (fax)

VIA EDGAR CORRESPONDENCE

August 15, 2013

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

Attn: 	  Ms. Kaitlin Tillan, Assistant Chief Accountant

   Ms.
Jeanne Bennett, Staff Accountant

RE:	    Aethlon Medical, Inc.

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

File No. 000-21846

Dear Ms. Tillan and Ms. Bennett:

We are writing in connection with the above-captioned
matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Annual Report on Form 10-K for the
fiscal year ended March 31, 2013 regarding the Company’s disclosure under Item 8 Financial Statements. We hereby provide
supplementally the following responses in reply to the Staff’s comment letter dated August 1, 2013 (the “Comment Letter”).
The numbered responses set forth below correspond to the numbering set forth in the Comment Letter. For your convenience, we have
included each of the Staff’s comments before the relevant response.

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

Comment No. 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.

Response

The Company has one contract with DARPA,
which is a fixed-price contract. The Company considered the percentage of completion (“POC”) method and completed contract
revenue recognition methods for the DARPA contract noting that they are only preferable when reasonably dependable estimates can
be made. The term “reasonably dependable estimates” encompasses the extent of progress toward completion, contract
revenue, and contract costs; thus, it covers an entity’s entire contract administration and management control system.

    1

Based on the fact that the Company has
not been engaged on a continuing basis or otherwise to perform under any such contractual arrangements (thus has no history of
demonstrating the ability to reasonably estimate costs), it appears that there is persuasive evidence (which is required by GAAP)
to overcome the presumption that management has the ability to make such estimates. Absent the ability to generate “reasonably
dependable estimates,” the Company may not use the percentage of completion method or completed contract method.

The Company has analyzed its revenue recognition
policy and noted the following as they pertain to FASB ASC 605-28 Milestone Method:

In order to account for this contract,
the Company identifies the deliverables included within the contract and evaluates which deliverables represent separate units
of accounting based on certain criteria, including whether the delivered element has standalone value. The consideration received
is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the
separate units.

A milestone is an event having all of
the following characteristics:

 1. There is substantive uncertainty at the date the arrangement is entered into that the event will
be achieved. A vendor’s assessment that it expects to achieve a milestone does not necessarily mean that there is not substantive
uncertainty associated with achieving the milestone.

 2. The event can only be achieved based in whole or in part on either: (a) the vendor’s performance;
or (b) a specific outcome resulting from the vendor’s performance.

 3. If achieved, the event would result in additional payments being due to the vendor.

A milestone does not include events for
which the occurrence is either: (a) contingent solely upon the passage of time; or (b) the result of a counterparty’s performance.
The policy for recognizing deliverable consideration contingent upon achievement of a milestone must be applied consistently to
similar deliverables.

As noted below, a milestone must be determined to be substantive in order to use the milestone method. The assessment of whether
a milestone is substantive is performed only at the inception of the arrangement. The consideration earned from the achievement
of a milestone must meet all of the following for the milestone to be considered substantive:

 1. The consideration is commensurate with either: (a) the vendor’s performance to achieve the
milestone; or (b) the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from
the vendor’s performance to achieve the milestone;

 2. The consideration relates solely to past performance; and

 3. The consideration is reasonable relative to all of the deliverables and payment terms (including
other potential milestone consideration) within the arrangement.

A milestone is not considered substantive
if any portion of the associated consideration relates to the remaining deliverables in the unit of accounting (i.e., it does not
relate solely to past performance). To recognize the milestone consideration in its entirety as revenue in the period in which
the milestone is achieved, the milestone must be substantive in its entirety. Any one milestone and its related consideration cannot
be bifurcated into substantive and non-substantive components. In addition, if a portion of the consideration earned from achieving
a milestone may be refunded or adjusted based on future performance, the related milestone is not considered substantive.

    2

The Company analyzed each milestone, including
in depth discussion with Dr. Richard Tullis, the Company’s Chief Science Officer, reviewing whether the consideration was
commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered
item(s) as a result of a specific outcome resulting from the entity's performance to achieve the milestone; the consideration
related solely to past performance; and the consideration is reasonable relative to all of the deliverables and payment terms
(including other potential milestone consideration) within the arrangement. The Company considered the following factors in order
to conclude that each milestone was substantive:

 · The degree of certainty in achieving the
milestone. .

 · Whether the Company’s efforts lead
to achievement of the milestone.

 · Whether substantive effort is required
to achieve the milestone. .

 · Whether the amount of the milestone payment
is reasonable relative to (a) the Company’s efforts required to achieve the milestone or (b) the enhancement of value of
the delivered item(s) resulting from the Company’s efforts.

 · Whether any portion of the milestone payment
is related to future performance or deliverables.

 · Whether the amount of the milestone payment
is reasonable relative to the other deliverables and other payment terms of the arrangement.

The Company believes the milestone method
is appropriate and being properly applied.

Comment No. 2

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

Response

The Company presently does not have any contracts accounted
for under the percentage-of-completion or completed-contract methods. However, if the Company had and accounted for contracts under
such methods, it would provide for losses in the current period when they become apparent from the estimate process in accordance
with FASB ASC 605-35-25-45 through 50.

Under FASB ASC 605-35-25-1, we note the following:

In accounting for contracts, the basic
accounting policy decision is the choice between two generally accepted methods: the percentage-of-completion method including
units of delivery and the completed-contract method. The determination of which of the two methods is preferable is based on a
careful evaluation of circumstances because the two methods should not be acceptable alternatives for the same circumstances.

In particular, FASB ASC 605-35-25-45, indicates:

For a contract on which a loss is anticipated,
GAAP requires recognition of the entire anticipated loss as soon as the loss becomes evident. An entity without the ability to
update and revise estimates continually with a degree of confidence could not meet that essential requirement of GAAP.

    3

The milestone method, unlike the percentage-of-completion
and completed contract-method noted above, does not take on an element of profit or loss estimate and therefore has no provision
for losses inherent in the process.

We will add disclosure in future filings
regarding our policy on provision for losses on contracts.

Comment No. 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 contract.

Response

As we noted in our responses to Comments number 1 and 2, we
have one fixed-price contract in place, our contract with DARPA, on which we recognize revenue under the milestone method.

In our Form 10-K for the fiscal year ended March 31, 2013, we
disclosed that “DARPA recently awarded a related contract for $22,830,840 to Battelle Memorial Institute (“Battelle”)
to be the systems integrator for the various components being developed under the original contract, including our two components
of the project. We agreed to become a subcontractor to Battelle under that systems integrator contract.” That subcontract
will be under a time and materials basis and we expect to begin generating revenues under the subcontract during the fiscal year
ending March 31, 2014. We did not record any revenue from that subcontract in the three months ended June 30, 2013. Our expected
revenue from the subcontract will be at the discretion of Battelle. The Battelle subcontract is our first cost-reimbursable contract.

We did not record any revenue from the Battelle subcontract
in the June 2013 quarter but did make our first invoice to Battelle in July. Our revenue under this contract will be a function
of cost reimbursement plus an overhead mark-up for hours devoted to the project by specific employees (with specific hourly rates
for those employees), for travel expenses related to the project, for any equipment purchased for the project and for the cost
of any consultants hired by us to perform work on the project. Each payment will require approval by the program manager at Battelle.

While we have not concluded our final revenue recognition policy
for the Battelle subcontract, we expect that it will be based upon our invoices to Battelle with the revenue presented in our statements
of operations as part of our government contract revenue.

The Company hereby acknowledges that:

 1. The Company is responsible for the adequacy and accuracy of the disclosure in the Company’s
Form 10-K for the fiscal year ended March 31, 2013;

 2. Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 3. The Company may not assert staff comments as a defense in any proceeding initiated by the Securities
and Exchange Commission or any person under the federal securities laws of the United States.

We hope that the foregoing is responsive to the Staff’s
comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions regarding this matter.

Very truly yours,

/s/ Jim Frakes

James
B. Frakes

Chief Financial Officer

    4

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
May 5, 2009
   James A. Joyce, Chief Executive Officer Aethlon Medical Inc. 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109
 Re: Aethlon Medical Inc.
  Form 10-KSB for the fiscal year ended March 31, 2008
  File No.  0-21846

 Dear Mr. Joyce:   We have completed our review of your Form 10-KSB and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,                 B r i a n  C a s c i o           A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

<PAGE>

                         Law Office of Jennifer A. Post
                       9595 Wilshire Boulevard, Suite 700
                         Beverly Hills, California 90212

                                   May 1, 2009

BY EDGAR

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Mr. Brian R. Cascio, Accounting Branch Chief

         RE:      AETHLON MEDICAL, INC.
                  ANNUAL REPORT ON FORM 10-KSB
                  FOR THE FISCAL YEAR ENDED MARCH 31, 2008
                  FILE NO. 0-21856

Dear Mr. Cascio:

         As counsel to Aethlon Medical, Inc., a Nevada corporation (the
"Company"), I am submitting the Company's responses to the comments of the Staff
of the Division of Corporation Finance (the "Staff") of the Securities and
Exchange Commission ("Commission") to the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 2008 (the "10K") contained in your letter to
Mr. James A. Joyce of the Company, dated March 5, 2009 (the "March 5 Letter").
Please note that, as per my client's discussions with the Staff, an extension of
time to respond to the March 5 Letter was granted to April 30, 2009.

         For convenience of reference, each Staff comment contained in the March
5 Letter is reprinted below, numbered to correspond with the paragraph numbers
assigned in the March 5 Letter, and is followed by the corresponding response of
the Company.

ITEM 8A. CONTROLS AND PROCEDURES, PAGE 35.

1. WE NOTE YOUR DISCLOSURE IN ITEM 8.A. ON PAGE 35 THAT "OUR DISCLOSURE CONTROLS
AND PROCEDURES WERE EFFECTIVE IN TIMELY ALERTING MANAGEMENT TO THE MATERIAL
INFORMATION RELATED TO US (OR OUR CONSOLIDATED SUBSIDIARIES) REQUIRED TO BE
INCLUDED IN OUR PERIODIC FILINGS WITH THE SEC." THE LANGUAGE THAT IS CURRENTLY
INCLUDED AFTER THE WORD "EFFECTIVE" IN YOUR DISCLOSURE APPEARS TO BE
SUPERFLUOUS, SINCE THE MEANING OF "DISCLOSURE CONTROLS AND PROCEDURES" IS
ESTABLISHED BY RULE 13A-15(E) OF THE EXCHANGE ACT. PLEASE REMOVE THE LANGUAGE IN
YOUR FUTURE FILINGS OR REVISE THE DISCLOSURE SO THAT THE LANGUAGE THAT APPEARS
AFTER THE WORD "EFFECTIVE" IS SUBSTANTIALLY SIMILAR IN ALL MATERIAL RESPECTS TO
THE LANGUAGE THAT APPEARS IN THE ENTIRE TWO-SENTENCE DEFINITION OF "DISCLOSURE
CONTROLS AND PROCEDURES" SET FORTH IN RULE 13A-15(E).

         RESPONSE: The Company acknowledges that the additional language is
superfluous when compared to the language and requirements of Rule 13a-15(e).
Accordingly, the Company will correct the language in future filings to conform
to the Rule.

<PAGE>

May 1, 2009
Page 2

EXHIBIT 31.1

2. WE NOTE THAT YOU OMITTED A PORTION OF THE INTRODUCTORY LANGUAGE IN PARAGRAPH
4 OF ITEM 601(B)(310 OF REGULATION S-B AND THAT YOU OMITTED PARAGRAPH 4(B) OF
ITEM 601(B)(31) OF REGULATION S-B, BOTH OF WHICH REFER TO INTERNAL CONTROLS OVER
FINANCIAL REPORTING. PLEASE FILE AN AMENDMENT TO THE FORM 10-KSB TO INCLUDE
CERTIFICATIONS THAT INCLUDE THE REQUIRED PARAGRAPHS. YOU MAY FILE ABBREVIATED
AMENDMENTS TO THESE DOCUMENTS THAT INCLUDE A COVER PAGE, EXPLANATORY NOTE,
SIGNATURE PAGE AND PARAGRAPHS 1, 2, 4 AND 5 OF THE CERTIFICATION.

         RESPONSE: The Company states that the omissions were an oversight.
Filed herewith is the abbreviated amendment to the 10K to include the revised
Certification that conforms with Item 601(b)(31) of Regulation S-K (formally
under Regulation S-B).

         If you have any questions or comments regarding the foregoing, or have
additional questions or comments, please contact the undersigned at
310-300-0887.

                                                     Very truly yours,

                                                     /S/ JENNIFER A. POST
                                                     --------------------
                                                     Jennifer A. Post, Esq.

cc:      James A. Joyce, Aethlon Medical, Inc.

</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
March 5, 2009
 Via U S Mail and FAX [(858) 459-2738 ]

 James A. Joyce, Chief Executive Officer Aethlon Medical Inc. 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109
 Re: Aethlon Medical Inc.
  Form 10-K for the fiscal year ended March 31, 2008
  File No.  0-21846

Dear Mr. Joyce:
We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Mr. James A. Joyce
Aethlon Medical Inc. March 5, 2009   Page 2 of 3
Form 10-KSB for March 31, 2008

Item 8.A. Controls and Procedures, page 35
1. We note your disclosure in Item 8.A. on page 35 that “our disclosure controls and
procedures were effective in timely alerting management to the material information related to us (or our consolidated subsidiaries) required to be included in our periodic filings with the SEC.”  The language that is currently included after the word "effective"
in your disclosure appears to be superfluous, since the meaning of "disclosure controls and procedures" is established by Rule 13a-15(e) of the Exchange Act.  Please remove the language in your future filings or revise the disclosure so that the language that appears after the word "effective" is substantially similar in all material respects to the language that appears in the entire two-sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e).

Exhibit 31.1

2. We note that you omitted a portion of the introductory language in paragraph 4 of Item
601(b)(31) of Regulation S-B and that you omitted paragraph 4(b) of Item 601(b)(31) of Regulation S-B, both of which refer to intern al control over financial reporting.  Please
file an amendment to the Form 10-KSB to include certifications that include the required paragraphs.  You may file abbreviated amendments to these documents that include a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification.
        As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 Mr. James A. Joyce
Aethlon Medical Inc. March 5, 2009   Page 3 of 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company 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 connection with responding to our comments, please provide, in writing, a statement from the company 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 to 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676, if you have
questions regarding our comments.  In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671.
Sincerely,
          B r i a n  R .  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 6010

       August 1, 2006

Via U.S. Mail and Fax (858) 332-1739

Mr. James Dorst
Chief Financial Officer
Aethlon Medical, Inc.
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109

 Re: Aethlon Medical, Inc.
  Form 10-KSB for fiscal year ended March 31, 2006
  Filed June 29, 2006
  File No. 000-21846

Dear Mr. Dorst:

We have reviewed your filings 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.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB for the fiscal year ended March 31, 2006

James Dorst
Aethlon Medical, Inc.
August 1, 2006 Page 2

Item 7. Financial Statements

Note 7. Convertible Notes Payable, page F-24

10% Series A Convertible Notes, page F 25

1. We note that you initially accounted for the warrants associated with the 10% convertible notes as liabilities under EITF 00-19.  We also see that you later re-classified the recorded liability to permanent equity upon effectiveness of the registration statement required under the financing arrangement.  You further indicate that “if the effectiveness of the registration statement is not maintained, the Company could incur liquidated damages.”  We see from the related Registration Rights Agreement that liqui dated damages could involve cash or
registered stock and appear to be uncapped in amount.  In light of the continuing registration obligation, tell us why you concluded that reclassification from liability to equity was appropriate under EITF 00-19.  Your response and analysis of how you applied the requirements of EITF 00-19 should be detailed and specific.

2. As a related matter, future filings should present detailed disclosure about the terms and conditions of registration obligations and liquidated damages provisions.

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

James Dorst
Aethlon Medical, Inc.
August 1, 2006 Page 3
⋅ 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 to 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.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Praveen Kartholy at (202) 551-3778 or me at (202) 551-3605 if
you have questions regarding these comments.  In this regard, do not hesitate to contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.

                  Sincerely,

                  Gary Todd                                 Reviewing Accountant

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[AETHLON LOGO HERE]     3030 Bunker Hill Street, Suite 4000
                        San Diego, CA  92109
                        858-459-7800
                        858-272-2738 (fax)

August 9, 2006

Via Edgar and Fax (202) 772-9218
--------------------------------

Mr. Gary Todd
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549-0306

Dear Mr. Todd,

Enclosed please find our response to your inquiry dated August 1, 2006 related
to our FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 2006, filed June 29, 2006
(File No. 000-21846). We understand and appreciate your assistance in our
Company's compliance with overall disclosure in this, and all of our filings.
Please find our response below and feel free to call me at 858-405-9933 should
you have any questions or require any clarification.

     1.  WE NOTE THAT YOU INITIALLY ACCOUNTED FOR THE WARRANTS ASSOCIATED WITH
         THE 10% CONVERTIBLE NOTES AS LIABILITIES UNDER EITF 00-19. WE ALSO SEE
         THAT YOU LATER RECLASSIFIED THE RECORDED LIABILITY TO PERMANENT EQUITY
         UPON EFFECTIVENESS OF THE REGISTRATION STATEMENT REQUIRED UNDER THE
         FINANCING ARRANGEMENT. YOU FURTHER INDICATE THAT "IF THE EFFECTIVENESS
         OF THE REGISTRATION STATEMENT IS NOT MAINTAINED, THE COMPANY COULD
         INCUR LIQUIDATED DAMAGES." WE SEE FROM THE RELATED REGISTRATION RIGHTS
         AGREEMENT THAT LIQUIDATED DAMAGES COULD INVOLVE CASH OR REGISTERED
         STOCK AND APPEAR TO BE UNCAPPED IN AMOUNT. IN LIGHT OF THE CONTINUING
         REGISTRATION OBLIGATION, TELL US WHY YOU CONCLUDED THAT
         RECLASSIFICATION FROM LIABILITY TO EQUITY WAS APPROPRIATE UNDER EITF
         00-19. YOUR RESPONSE AND ANALYSIS OF HOW YOU APPLIED THE REQUIREMENTS
         OF EITF 00-19 SHOULD BE DETAILED AND SPECIFIC.

RESPONSE:
---------

INTRODUCTION

From the inception of the 10% convertible notes, the Company has accounted for
the warrants (the financial instrument) and the registration rights agreement in
accordance with View C of EITF 05-04 Issues Summary-- "THE EFFECT OF A
LIQUIDATED DAMAGES CLAUSE ON A FREESTANDING FINANCIAL INSTRUMENT SUBJECT TO EITF
ISSUE NO. 00-19". In accordance with View C, the Company believes the warrants

<PAGE>

and the registration rights agreement are separate freestanding agreements that
should be accounted for separately because they do not meet all of the four
criteria specified in DIG K-1. Specifically, the two agreements relate to
different risks - the warrant agreement relates to the share price and the
liquidated damages penalty relates to the filing of a registration statement and
having it declared (or maintained) effective and thus fail one of the four DIG
K-1 combining criteria. Consequently, the Company believes it is appropriate to
account for the two agreements separately. Accordingly, the warrant was
evaluated for proper accounting treatment under the provisions of EITF 00-19 and
the registration rights agreement was evaluated under SFAS No. 133. (1)

         1 The Company's registration rights agreement is not indexed to the
         Company's stock because (a) it is not based on an observable market or
         index and (b) when the contingent event occurs it can be settled in
         cash.

ACCOUNTING FOR THE WARRANTS

At the commitment date of the financing transaction, the warrants did not meet
all of the criteria for equity classification under EITF 00-19. Specifically,
the warrants required settlement in registered shares. Since the Company did not
have any uncommitted registered shares to settle the warrant obligation, it
classified the warrants as a derivative liability.

The Company then filed a registration statement within the specified period as
required by the noteholders. Such registration statement was declared effective
in January 2006. Pursuant to paragraph 10 of EITF 00-19 below, the Company
re-evaluated the classification of the warrants upon the date the registration
statement became effective:

         10. The classification of a contract should be reassessed at each
         balance sheet date. If the classification required under this Issue
         changes as a result of events during the period, the contract should be
         reclassified as of the date of the event that caused the
         reclassification... There is no limit on the number of times a contract
         may be reclassified.... If a contract is reclassified from an asset or
         a liability to equity, gains or losses recorded to account for the
         contract at fair value during the period that the contract was
         classified as an asset or a liability should not be reversed.

Thus, the fair value of the warrant liability was estimated up to the date
effectiveness was obtained and changes in estimated fair value were charged to
the Company's results of operations.

In connection with the effective registration statement, the Company now has
11,500,000 REGISTERED common shares to settle the warrants and conversion
feature under the 10% convertible notes and could settle the warrant and related
obligations immediately if needed. As a result, when the registration statement
became effective in January 2006, the warrants met all of the other criteria
necessary for equity classification under paragraphs 19 through 32 of EITF 00-19
and accordingly, the derivative liability was reclassified.

                                       2

<PAGE>

ACCOUNTING FOR THE SEPARATE REGISTRATION RIGHTS AGREEMENT

The separate registration rights agreement was determined to be a derivative
liability in accordance with SFAS No 133 as it is not indexed to the company's
common stock. However, de minimis value was ascribed to such derivative
liability for the reasons described below. Pursuant to paragraph 5 of the EITF
05-04 Abstract, Task Force members expressed a preference for evaluating a
liquidated damages provision based on the probable amount that the issuer would
pay rather than the maximum amount. The Company followed this approach and at
March 31, 2006, it estimated the probability of lapsed effectiveness as very
low. As such, the value ascribed to the registration rights agreement derivative
liability at March 31, 2006 was insignificant. The Company based this
determination on the following: (1) it had just obtained effectiveness and (2)
its evaluation of the probability of an "Event" occurring which could then
trigger liquidated damages, as defined in the registration rights agreement.

Liquidated damages are only payable upon the occurrence of such an Event. The
four defined Events in the agreement and the Company's conclusion as to the
likelihood of each of these events occurring (based on a SFAS No. 5 analysis) is
as follows:

     1)  A registration statement is not filed on or prior to its respective
         filing date.

         Evaluation
         ----------
         The Company filed the registration statement under the terms agreed
         upon with the holders within the contractual period. Accordingly, the
         Company believes the probability of Event 1) above occurring is now
         remote.

     2)  A registration statement filed under the agreement is not declared
         effective by the SEC on or prior to 90 days from the filing date.

         Evaluation
         ----------
         This event also did not occur as the registration statement was
         declared effective prior to the effectiveness date deadline.
         Accordingly, the Company believes the probability of Event 2) above
         occurring is now remote.

     3)  After a registration statement is filed with and declared effective by
         the SEC, such registration statement ceases to be effective as to all
         registrable securities to which it is required to relate at any time
         prior to the expiration of the effectiveness period without being
         succeeded within ten business days by an amendment to such registration
         statement OR by a subsequent registration statement filed with and
         declared effective by the SEC.

         Evaluation
         ----------
         The Company believes it is within its control to avoid any future
         lapsing of the registration statement's effectiveness. Additionally,
         even if such future cessation were to occur in the future, by filing an
         amendment within 10 days of such cessation, the Company would avoid
         triggering a liquidated damages penalty. Accordingly, the Company
         believes the probability of Event 3) above occurring is very low.

                                       3

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     4)  The Company's common stock shall be delisted or suspended from trading
         on the New York Stock Exchange, American Stock Exchange, the Nasdaq
         Stock Market or the Nasdaq OTC Bulletin Board for more than twenty
         business days.

         Evaluation
         ----------
         The Company's common stock is currently listed on the OTC Bulletin
         Board. The Company believes it is within its control to avoid being
         delisted. Accordingly, the Company believes the probability of Event 4)
         occurring is very low.

Because of the low likelihood of occurrence of the aforementioned Events, the
liquidating damages derivative liability at March 31 2006 was deemed to be
insignificant.

At the Staff's request, we will amend the current disclosures in the Company's
Form 10-KSB for fiscal year ended March 31, 2006 filed on June 29, 2006, to
clarify the positions described above.

Sincerely,

/s/ James W. Dorst
------------------

James W. Dorst
Chief Financial Officer

                                       4

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