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<SEC-DOCUMENT>0001019687-09-001567.txt : 20090501
<SEC-HEADER>0001019687-09-001567.hdr.sgml : 20090501
<ACCEPTANCE-DATETIME>20090501171025
ACCESSION NUMBER:		0001019687-09-001567
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080331
FILED AS OF DATE:		20090501
DATE AS OF CHANGE:		20090501

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:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		09790364

	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>10-K/A
<SEQUENCE>1
<FILENAME>aethlon_10ka-033108.txt
<DESCRIPTION>FORM 10-K AMENDMENT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            AMENDMENT TO FORM 10-K

                                   (MARK ONE)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                    For the fiscal year ended March 31, 2008

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                For transition period from ________ to __________

                         COMMISSION FILE NUMBER 0-21846

                              AETHLON MEDICAL, INC.
                 (Name of Small Business issuer in its charter)

            NEVADA                                             13-3632859
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

3030 Bunker Hill Street, Suite 4000,
     San Diego, California                                       92109
(Address of principal executive office)                       (Zip Code)

                    ISSUER'S TELEPHONE NUMBER (858) 459-7800

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                              NAME OF EACH EXCHANGE
                 TITLE OF EACH CLASS         ON WHICH REGISTERED
                 -------------------         -------------------
                       NONE                         NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                          COMMON STOCK--$.001 PAR VALUE
                                (TITLE OF CLASS)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[x]

The registrant had no revenue for the fiscal year ended March 31, 2008. The
aggregate market value of the Common Stock held by non-affiliates was
approximately $15,204,545 based upon the closing price of the Common Stock of
$0.39, as reported by the NASDAQ Over-the-Counter Bulletin Board ("OTCBB") on
July 7, 2008.

The number of shares of the Common Stock of the registrant outstanding as of
July 7, 2008 was 40,286,480.

           TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

                                 Yes [ ] No [X]

EXPLANATORY NOTE: This Amendment to Form 10-K is filed in response to the
comments of the Staff of the Securities and Exchange Commission for the purpose
of correcting certain unintentional omissions from Exhibit 31.1 of the original
filed Annual Form 10-KSB for the year ended March 31, 2008. A replacement
Exhibit 31.1 is filed herewith. It represents the only change or modification to
the original filed Report.

<PAGE>

ITEM 13. EXHIBITS

The following document is filed as part of this amendment to report on Form
10-K:


         31       Certification of our Chief Executive Officer and Chief
                  Accounting Officer, pursuant to Securities Exchange Act rules
                  13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of
                  the Sarbanes Oxley Act of 2002.*

<page>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 1st day of May, 2009.

                                    BY: /S/ JAMES A. JOYCE
                                        ---------------------------------
                                        JAMES A. JOYCE
                                        CHAIRMAN, CHIEF EXECUTIVE OFFICER
                                        AND ACTING CHIEF FINANCIAL OFFICER


In accordance with the Exchange Act, this amendment to report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


       SIGNATURE                          TITLE                      DATE
       ---------                          -----                      ----

/S/ JAMES A. JOYCE                  CHAIRMAN OF THE BOARD        May 1, 2009
- ---------------------------
    JAMES A. JOYCE

/S/ FRANKLYN S. BARRY, JR.          DIRECTOR                     May 1, 2009
- --------------------------
    FRANKLYN S. BARRY, JR.

/S/ EDWARD G. BROENNIMAN            DIRECTOR                     May 1, 2009
- --------------------------
    EDWARD G. BROENNIMAN

/S/ RICHARD H. TULLIS               DIRECTOR                     Mat 1, 2009
- -------------------------
    RICHARD H. TULLIS

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>aethlon_10ka-ex3101.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

EXHIBIT 31.1


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, James A. Joyce, certify that:

1.       I have reviewed the annual report on Form 10-KSB of Aethlon
         Medical, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

         4. The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
         have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the small business issuer, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

         (b)      Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

         (d)      Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially affect, the small business
                  issuer's internal control over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the small
                  business issuer's internal control over financial reporting.


Date: May 1, 2009

/S/ JAMES A. JOYCE
- -----------------------------
JAMES A. JOYCE
CHIEF EXECUTIVE OFFICER AND
CHIEF ACCOUNTING OFFICER
(PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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