RW: Registration Withdrawal Request

AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CALIFORNIA 92109

September 20, 2007

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Tom Jones

RE: AETHLON MEDICAL, INC.
REGISTRATION STATEMENT ON FORM SB-2
FILE NO.: 333-145420
FILED: AUGUST 14, 2007
----------------------------------------

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 August 14, 2007 (the "Registration Statement").

The Registrant has determined to withdraw the Registration Statement. The
filed Registration Statement has not become effective. Accordingly, the
Registrant hereby requests the immediate withdrawal of the Registration
Statement together with all exhibits thereto. No securities have been offered
and sold under the Registration Statement. The Registrant has determined to
withdraw the Registration Statement in response to certain comments of the
Commission and believes the withdrawal is consistent with the public interest
and the protection of investors.

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