AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CALIFORNIA 92109
(858) 459-7800
April 12, 2007
VIA EDGAR
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Securities and Exchange Commission
100 F St., NE
Washington, DC 20549
Aethlon Medical, Inc.
Amendment to Registration Statement on Form SB-2 filed on APRIL 11, 2007
File No. 333-141893 (the "REGISTRATION STATEMENT")
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, we
hereby withdraw the above referenced Registration Statement Amendment (the
"Registration Statement Amendment") of Aethlon Medical, Inc., a Nevada company,
and hereby request that an order consenting to the withdrawal be entered by the
Securities and Exchange Commission. The Registration Statement Amendment was
inadvertently filed, through no fault of the Company or its counsel, on EDGAR as
submission type "SB-2/A" as opposed to EDGAR submission type "SB-2". Therefore
we request withdrawal of such Registration Statement Amendment, together with
all exhibits thereto. Following the filing of this letter, the Registration
Statement Amendment will be filed on EDGAR submission type "SB-2" as an initial
filing. Aethlon Medical, Inc. further advises the Commission that no securities
included in the Registration Statement Amendment have been sold or otherwise
distributed.
Please note that the initial Registration Statement on Form SB-2 filed
on APRIL 4, 2007, file No. 333-141893 should remain on file and therefore is NOT
requested to be withdrawn.
Your assistance in this matter is greatly appreciated. If you have any
questions regarding this request, please contact Peter Hogan, Esq. at
310-208-1182. Thank you.
Sincerely,
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce, CEO