Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ward Phillip A
 2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2012		 3. Issuer Name and Ticker or Trading Symbol
AETHLON MEDICAL INC [AEMD.OB]
(Last)
(First)
(Middle)
8910 UNIVERSITY CENTER LANE #660		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92122		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,710,000
D
 
Common Stock 3,110,543
I
By Phillip A. Ward Trust
Common Stock 110,000
I
By Spouse (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note ($100,000.00) (2) 07/06/2011 07/05/2012(3) Common Stock 1,111,111 $ 0.09 I By Phillip A. Ward Trust
Convertible Promissory Note ($157,656.14) (2) 08/15/2011 08/15/2012(3) Common Stock 1,751,733 $ 0.09 I By Phillip A. Ward Life Insurance Trust
Warrants 07/06/2011 07/05/2016 Common Stock 1,111,111 $ 0.125 I By Phillip A. Ward Trust
Warrants 08/15/2011 08/14/2016 Common Stock 1,751,735 $ 0.125 I By Phillip A. Ward Trust Insurance Trust
Warrants 05/07/2010 05/07/2015 Common Stock 100,000 $ 0.176 D  
Warrants 05/07/2010 05/07/2015 Common Stock 194,118 $ 0.17 D  
Warrants 05/07/2010 05/07/2015 Common Stock 555,556 $ 0.18 D  
Warrants 05/07/2010 07/01/2018 Common Stock 194,118 $ 0.17 D  
Warrants 05/07/2010 07/01/2018 Common Stock 555,556 $ 0.18 D  
Warrants 11/14/2006 07/01/2018 Common Stock 555,556 $ 0.18 D  
Stock Options (right to buy)   (4) 07/24/2022 Common Stock 373,026 $ 0.076 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ward Phillip A
8910 UNIVERSITY CENTER LANE #660
SAN DIEGO, CA 92122		   X      

Signatures

/s/ Phillip A. Ward 08/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Ward disclaims beneficial ownership of the shares held by his spouse, and this report shall not be deemed to be an admission that Mr. Ward is, for the purposes of Section 16 or otherwise, the beneficial owner of such shares.
(2) Interest of 10% per annum on such note may be paid, at the issuer's option, in cash or common stock.
(3) Maturity date.
(4) 198,026 of the options vested on the date of grant, and the balance of 175,000 options will vest at the end of the 2012-2013 fiscal year provided that Mr. Ward has attended at least 80% of the meetings of the Issuer's Board of Directors during such portion of the fiscal year that Mr. Ward has been a director of the Issuer.

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