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
 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,
FirstName LastNameJames B. Frakes
                                                             Division of
Corporation Finance
Comapany NameAethlon Medical, Inc.
                                                             Office of
Electronics and Machinery
June 6, 2019 Page 2
cc:       Julie Robinson, Esq.
FirstName LastName