UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number: 000-21846

(Check One): [X] Form 10-KSB   [_] Form 20-F   [_] Form 11-K   [ ] Form 10-Q
             [_] Form N-SAR

               For Period Ended: March 31, 2005

               [_] Transition Report on Form 10-K
               [_] Transition Report on Form 20-F
               [_] Transition Report on Form 11-K
               [_] Transition Report on Form 10-Q
               [_] Transition Report on Form N-SAR

               For the Transition Period Ended:

  Read attached instruction sheet before preparing form. Please print or type.

      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

Full name of registrant:  Aethlon Medical, Inc.
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Former name if applicable:
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Address of principal executive office (Street and number):
3030 Bunker Hill Street,
Suite 4000
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City, state and zip code:  San Diego, CA 92109
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PART II -- RULES 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

     |    (a)  The reasons described in reasonable detail in Part III of this
     |         form could not be eliminated without unreasonable effort or
     |         expense;
     |
[X]  |    (b)  The subject annual report, semi-annual report, transition report
     |         on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
     |         will be filed on or before the fifteenth calendar day following
     |         the prescribed due date; or the subject quarterly report or
     |         transition report on Form 10-Q, or portion thereof will be filed
     |         on or before the fifth calendar day following the prescribed due
     |         date; and
     |
     |    (c)  The accountant's statement or other exhibit required by Rule
     |         12b-25(c) has been attached if applicable. The accountant's
     |         statement has been attached as an exhibit to this Notification.



PART III -- NARRATIVE

     State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     The Company is in the process of completing the report and providing the
requisite information to its auditors. We expect to file the required report
within the allotted extension.


PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     James A. Joyce                      (858)         459-7800
     -----------------                ----------- ------------------
         (Name)                       (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s). [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? [_] Yes [X] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.


                              Aethlon Medical, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date: June 29, 2005             By:  /s/ James A. Joyce
                                     ------------------
                                     James A. Joyce
                                     Chief Executive Officer