Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

November 14, 2000

EXHIBIT 23.2

Published on November 14, 2000



EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT



We hereby consent to the use in this Registration Statement on Form S-8
of our report, dated June 2, 2000, which includes and emphasis paragraph
relating to an uncertainty as to the Company's ability to continue as a going
concern, on the consolidated financial statements of Aethlon Medical, Inc. and
Subsidiaries included in its Annual Report on Form 10-KSB for the year ended
March 31, 2000, filed with the Securities and Exchange Commission.




FREED MAXICK SACHS & MURPHY, P.C.



Buffalo, NY
November 13, 2000