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.
 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,
FirstName LastNameJames B. Frakes
                                                         Division of
Corporation Finance
Comapany NameAethlon Medical, Inc.
                                                         Office of Electronics
and Machinery
July 1, 2019 Page 2
cc:       Julie Robinson, Esq.
FirstName LastName