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

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


      [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [] Form 10-Q [ ] Form N-SAR

                      For the Period Ended: MARCH 31, 2009

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A

PART I - REGISTRANT INFORMATION

Full Name of Registrant:                    Aethlon Medical, Inc.

Former Name if Applicable:                  Not Applicable

Address of Principal Executive Office:      3030 Bunker Hill Street, Suite 4000

City, State, and Zip Code:                  San Diego, CA 92109


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 12(b)-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 of the 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.




PART III - NARRATIVE

State below in reasonable detail the reasons why Form 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.

      Due to the necessity of obtaining a third party valuation on a note
      restructuring, the start of the fieldwork by our independent auditor was
      delayed which has delayed completion of the financial statements.

PART IV - OTHER INFORMATION

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

                                 James A. Joyce
                             Chief Executive Officer
                                 (858) 459-7800

(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 the 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 30, 2009
                                               /s/ James A. Joyce
                                               ---------------------------------
                                               By: James A. Joyce
                                               Chief Executive Officer