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
 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,
FirstName LastNameJames B. Frakes
                                                             Division of
Corporation Finance
Comapany NameAethlon Medical, Inc.
                                                             Office of
Electronics and Machinery
July 26, 2019 Page 2
cc:       Julie Robinson, Esq.
FirstName LastName