Exhibit 3.1

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATION
(PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK)


1. Name of Incorporation: "AETHLON MEDICAL, INC."

2. The Articles of Incorporation have been amended as follows:

ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE
AMENDED TO READ IN FULL AS FOLLOWS:

"ARTICLE V
COMMON STOCK AND VOTING
-----------------------

THE CORPORATION SHALL HAVE THE AUTHORITY TO ISSUE AN AGGREGATE OF ONE
HUNDRED MILLION (100,000,000) SHARES, WITH A PAR VALUE OF $.001 PER
SHARE. ALL SHARES WILL BE OF THE SAME CLASS, DESIGNATED `COMMON'
SHARES, WITH THE SAME RIGHTS. SHARES MAY ONLY BE ISSUED AS FULLY-PAID
AND NON-ASSESSABLE, AND MAY BE ISSUED AT SUCH TIMES, UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH CONSIDERATION AS THE BOARD OF DIRECTORS
SHALL DETERMINE. EACH COMMON SHARE SHALL BE ENTITLED TO ONE VOTE
CONCERNING ALL MATTERS AS TO WHICH THE CORPORATION'S SHAREHOLDERS SHALL
BE ENTITLED TO VOTE. THE CORPORATION'S COMMON STOCK SHALL NOT BE
SUBJECT TO ASSESSMENT TO PAY ANY DEBTS OF THE CORPORATION."

3. The vote by which shareholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the
case of a vote by classes or series, or as may be required by the
provisions of the articles of incorporation have voted in favor of the
amendment is: 8,628,045.


IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Amendment to Articles of Incorporation to be signed by a duly
authorized officer as of this 6th day of March, 2007.

AETHLON MEDICAL, INC.



By: /s/ James A. Joyce
--------------------------------
James A. Joyce, President


By: /s/ James A. Joyce
--------------------------------
James A. Joyce, Secretary