Form: 4

Statement of changes in beneficial ownership of securities

April 9, 2010

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BARRY FRANKLYN S JR
(Last) (First) (Middle)
8910 UNIVERSITY CENTER LANE, SUITE 660
(Street)
SAN DIEGO, CA 92122
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AETHLON MEDICAL INC [ AEMD.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/05/2010 04/08/2010 S 11,500(2) D $0.351 122,893(3) D
Common Stock 04/06/2010 04/09/2010 S 11,900(2) D $0.35 110,993(3) D
Common Stock 04/07/2010 04/12/2010 S 4,400(1)(2) D $0.35 106,593(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. THIS CONCLUDES THE SALE OF THE 150,000 SHARES CURRENTLY CALLED FOR BY THE PLAN DESCRIBED BELOW IN FOOTNOTE 2 FOR SALE THROUGH MARCH 14, 2011.
2. The shares of common stock were sold by Mr. Barry pursuant to a 10b5-1 selling plan providing for the sale of up to 150,000 shares of the issuer's common stock between March 15, 2010 and March 14, 2011. The plan provides for sales of the shares at a price of no less than $0.31 per share, at a rate of no more than 5% of the average trading volume in the issuer's common stock for the 30-day period preceding the sale, as reported on dailyfinance.com.
3. In addition to the currently outstanding shares of common stock owned by Mr. Barry and reported here, Mr. Barry also beneficially owns the shares of common stock underlying the following stock options: options to purchase 1,867 shares of common stock at $1.84 per share; options to purchase 264,550 shares of common stock at $0.38 per share; and options to purchase 500,000 shares of common stock at $0.41 per share.
Remarks:
/s/ Franklyn S. Barry 04/09/2010
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.