AETHLON MEDICAL, INC.

                       3030 BUNKER HILL STREET, SUITE 4000
                           SAN DIEGO, CALIFORNIA 92109

                                   May 2, 2008

                                    VIA EDGAR

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Division of Corporate Finance
                               100 F Street, N.E.
                             Washington, D.C. 20549

                            RE: AETHLON MEDICAL, INC.
                       REGISTRATION STATEMENT ON FORM SB-2
                               FILE NO. 333-149164
                            FILED: FEBRUARY 11, 2008
                              LADIES AND GENTLEMAN:

Reference is made to the above-captioned registration statement filed by Aethlon
Medical, Inc. (the "Registrant") with the Securities and Exchange Commission on
February 11, 2008 (the "Registration Statement").

The Registrant has determined to withdraw the Registration Statement. The filed
Registration Statement has not become effective. No securities have been sold
under the Registration Statement. Accordingly, the Registrant hereby requests
the immediate withdrawal of the Registration Statement together with all
exhibits thereto. The Registration Statement related to the registration of
certain shares of stock to be issued and sold under a certain common stock
purchase agreement (the "Purchase Agreement") dated March 21, 2007. On May 1,
2008, the Registrant entered into a Mutual Termination Agreement to terminate
the Purchase Agreement and each party's rights and obligations to buy and sell
shares of common stock thereunder as well as the obligation to file and maintain
the Registration Statement. Accordingly, the Registrant seeks to withdraw the
Registration Statement as there is no obligation to register any of the shares
to be sold, under the terminated Purchase Agreement.

Please forward copies of the order consenting to the withdrawal of the
Registration Statement to the undersigned via facsimile at (858) 332-1739, with
a copy to Jennifer A. Post, Esq. at Richardson & Patel LLP at (310) 208-1154.

Please do not hesitate to call the undersigned at (858) 459-7800 or Jennifer A.
Post of Richardson & Patel LLP at (310) 208-1182 with any questions you may have
regarding this letter. Very truly yours, Aethlon Medical, Inc.

                                           BY: /S/ JAMES A. JOYCE
                                              ----------------------------------
                                               CHIEF EXECUTIVE OFFICER