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Exhibit 31.2

Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

I, Edward C. Hall, certify that:

1. I have reviewed this report on Form 10-QSB of Aethlon Medical, Inc. (the
"Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this quarterly
report.

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) designed such disclosure controls and procedures or cause such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being prepared;

         b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affect, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation over financial reporting, to the small
business issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weakness in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information ; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reportings; and

Date: February 17, 2004


                              /S/ EDWARD C. HALL
                              -------------------
                              EDWARD C. HALL
                              CHIEF FINANCIAL OFFICER
                              (PRINCIPAL ACCOUNTING OFFICER)