10-K/A: Annual report pursuant to Section 13 and 15(d)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended March 31, 2008

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For transition period from ________ to __________

COMMISSION FILE NUMBER 0-21846

AETHLON MEDICAL, INC.
(Name of Small Business issuer in its charter)

NEVADA 13-3632859
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3030 Bunker Hill Street, Suite 4000,
San Diego, California 92109
(Address of principal executive office) (Zip Code)

ISSUER'S TELEPHONE NUMBER (858) 459-7800

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
NONE NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

COMMON STOCK--$.001 PAR VALUE
(TITLE OF CLASS)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[x]

The registrant had no revenue for the fiscal year ended March 31, 2008. The
aggregate market value of the Common Stock held by non-affiliates was
approximately $15,204,545 based upon the closing price of the Common Stock of
$0.39, as reported by the NASDAQ Over-the-Counter Bulletin Board ("OTCBB") on
July 7, 2008.

The number of shares of the Common Stock of the registrant outstanding as of
July 7, 2008 was 40,286,480.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

Yes [ ] No [X]

EXPLANATORY NOTE: This Amendment to Form 10-K is filed in response to the
comments of the Staff of the Securities and Exchange Commission for the purpose
of correcting certain unintentional omissions from Exhibit 31.1 of the original
filed Annual Form 10-KSB for the year ended March 31, 2008. A replacement
Exhibit 31.1 is filed herewith. It represents the only change or modification to
the original filed Report.


ITEM 13. EXHIBITS

The following document is filed as part of this amendment to report on Form
10-K:


31 Certification of our Chief Executive Officer and Chief
Accounting Officer, pursuant to Securities Exchange Act rules
13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of
the Sarbanes Oxley Act of 2002.*



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 1st day of May, 2009.

BY: /S/ JAMES A. JOYCE
---------------------------------
JAMES A. JOYCE
CHAIRMAN, CHIEF EXECUTIVE OFFICER
AND ACTING CHIEF FINANCIAL OFFICER


In accordance with the Exchange Act, this amendment to report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


SIGNATURE TITLE DATE
--------- ----- ----

/S/ JAMES A. JOYCE CHAIRMAN OF THE BOARD May 1, 2009
- ---------------------------
JAMES A. JOYCE

/S/ FRANKLYN S. BARRY, JR. DIRECTOR May 1, 2009
- --------------------------
FRANKLYN S. BARRY, JR.

/S/ EDWARD G. BROENNIMAN DIRECTOR May 1, 2009
- --------------------------
EDWARD G. BROENNIMAN

/S/ RICHARD H. TULLIS DIRECTOR Mat 1, 2009
- -------------------------
RICHARD H. TULLIS