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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-08-003320.txt : 20080731
<SEC-HEADER>0001019687-08-003320.hdr.sgml : 20080731
<ACCEPTANCE-DATETIME>20080731153116
ACCESSION NUMBER:		0001019687-08-003320
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080728
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080731
DATE AS OF CHANGE:		20080731

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AETHLON MEDICAL INC
		CENTRAL INDEX KEY:			0000882291
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				133632859
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		08981799

	BUSINESS ADDRESS:	
		STREET 1:		3030 BUNKER HILL STREET, #4000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92109
		BUSINESS PHONE:		858-459-7800

	MAIL ADDRESS:	
		STREET 1:		3030 BUNKER HILL STREET, #4000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92109

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aethlon_8k-072808.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 28, 2008

                              AETHLON MEDICAL, INC.
               (Exact name of Registrant as specified in charter)


          NEVADA                      000-21846                13-3632859
- ----------------------------     -----------------------   -------------------
(State or other jurisdiction    (Commission File Number)    (IRS Employer
of incorporation)                                         Identification Number)

                       3030 Bunker Hill Street, Suite 4000
                           SAN DIEGO, CALIFORNIA 92109
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (858) 459-7800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>

FORWARD LOOKING STATEMENTS

         This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

         Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.


ITEM 8.01  OTHER EVENTS

         On July 28, 2008, Edward G. Broenniman, a director, and his wife, Linda
Broenniman, acquired 446,300 shares of common stock at the closing market price
of $0.33 per share in exchange for forgiveness of debt. Both parties were former
executives at Hemex, Inc., which the Company acquired in 1999. The debt was
incurred in prior years and related to salary and expenses. The conversion was
memorialized in a letter agreement with the Company and approved by the Board of
Directors, dated July 28, 2008. These securities were issued in reliance upon an
exemption from registration pursuant to Section 4(2) of the Securities Act of
1933.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d)  EXHIBITS

ITEM NO.       DESCRIPTION

10.1           Letter agreement between Aethlon Medical, Inc. and Edward G.
               Broenniman



<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:   July 30, 2008

                                              AETHLON MEDICAL, INC.

                                              By:  /s/ James A. Joyce
                                                  -----------------------------
                                                  James A. Joyce
                                                  Chief Executive Office

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>aethlon_8k-ex1001.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>
<PAGE>

Exhibit 10.1


                              AETHLON MEDICAL, INC.
                       3030 Bunker Hill Street, Suite 4000
                           San Diego, California 92109

                                  July 28, 2008



VIA ELECTRONIC TRANSMISSION

Mr. Edward G. Broenniman
3030 Bunker Hill Street
Suite 4000
San Diego, California 92109

        Re: Conversion of Past Due Salary

Dear Ed:

         This letter will serve to memorialize and confirm the agreement between
Aethlon Medical, Inc. ("AEMD") and Edward and Linda Broenniman (the
"Broennimans" or "you") that in lieu of $147,279 owed to you for unpaid salary,
the Company will issue you 446,300 shares of common stock of AEMD. The shares
will be issued to you at the price of $0.33 per share, the closing price on July
28, 2008. Accordingly, $147,279 of unpaid salary due to you shall be considered
paid in full and satisfied. The conversion arrangement shall be of no further
force or effect. AEMD shall issue an 8K describing the conversion agreement
between AEMD and you.

         Kindly acknowledge your agreement with the foregoing, by signing the
acknowledgment below and returning a copy of this letter to the Board of
Directors of AEMD.


                                                 Very Truly Yours,

                                                 Aethlon Medical, Inc.

                                                 /s/ James Joyce
                                                 -------------------------------
                                                 By: James Joyce
                                                 Title:  Chief Executive Officer

Agreed and Accepted:

/s/ Edward G. Broenniman
- -------------------------
Edward G. Broenniman

/s/ Linda A. Broenniman
- -----------------------
By: Linda A. Broenniman

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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