EXHIBIT 3.2

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

FRANKLYN S. BARRY, JR., and JAMES A. JOYCE certify that:

1. They are President and Secretary, respectively, of BISHOP
EQUITIES, INC., a Nevada corporation.

2. Article FIRST of the Articles of Incorporation of this
corporation is amended to read as follows:

"FIRST: THE NAME OF THIS CORPORATION IS:

AETHLON MEDICAL, INC."

3. The foregoing Amendment of Articles of Incorporation has been
duly approved by the Board of Directors.

4. The foregoing Amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with
the Corporations Code. The total number of outstanding shares of
the corporation is 2,660,000. The number of shares voting in
favor of the Amendment equaled or exceeded the vote required. The
percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State
of Nevada that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: March 28, 2000

/s/ FRANKLYN S. BARRY, JR.
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FRANKLYN S. BARRY, JR., PRESIDENT


/s/ JAMES A. JOYCE
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JAMES A. JOYCE, SECRETARY