<PAGE>

    As filed with the Securities and Exchange Commission on November 8, 2000
                                                             Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              AETHLON MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   13-3632859
                      (I.R.S. Employer Identification No.)

                           7825 FAY AVENUE, SUITE 200
                              LA JOLLA, CALIFORNIA
                     (Address of Principal Executive Office)

                                      92037
                                   (Zip Code)

               AETHLON MEDICAL, INC. FIVE INDIVIDUAL STOCK OPTION
                         PLANS WITH OFFICERS, DIRECTORS,
                           AND INDEPENDENT CONSULTANTS
                            (full title of the plans)

                 FRANKLYN S. BARRY, JR., CHIEF EXECUTIVE OFFICER
                              AETHLON MEDICAL, INC.
             7825 FAY AVENUE, SUITE 200, LA JOLLA, CALIFORNIA, 92037
                     (Name and address of agent for service)
                                 (858) 456-5777
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Edward B. Paulsen, Esq.
                            Gibson, Haglund & Paulsen
                2 Park Plaza, Suite 450, Irvine, California 92614

                -------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                        Proposed      Proposed       Maximum
Title of                                 Amount        Maximum     aggregate       Amount of
securities to be                          to be    offering price   offering     registration
registered                             registered     per share     price(3)        fee (3)
-----------------------------------------------------------------------------------------------
<S>                                     <C>             <C>        <C>           <C>
Common Stock issuable
under the following:

INDIVIDUAL STOCK OPTION PLAN (1)        200,000         $3.875     $775,000.00   $  204.60
INDIVIDUAL STOCK OPTION PLAN (2)         15,000         $3.875      $58,125.00   $   15.35

TOTAL  215,000                                        $833,125                   $  219.95
</TABLE>

                                                    FOOTNOTES ON FOLLOWING PAGE


<PAGE>

--------------------------------------------------------------------------------

(1)  INDIVIDUAL STOCK OPTION PLAN: 200,000 SHARES ISSUABLE UPON THE EXERCISE OF
     OUTSTANDING OPTIONS AT $3.25 PER SHARE AND HELD IN THE AMOUNTS INDICATED BY
     THE FOLLOWING INDEPENDENT CONTRACTOR:

           Name and Position                                        Options Held
           -----------------                                        ------------

           BRUCE H. HAGLUND, GENERAL COUNSEL OF THE REGISTRANT      200,000

(2)  INDIVIDUAL STOCK OPTION PLANS: 15,000 SHARES ISSUABLE UPON THE EXERCISE OF
     OUTSTANDING OPTIONS AT $2.00 PER SHARE AND HELD IN THE AMOUNTS INDICATED BY
     THE FOLLOWING INDEPENDENT CONTRACTORS:

           Name and Position                                        Options Held
           -----------------                                        ------------

           BRUCE H. HAGLUND, GENERAL COUNSEL OF THE REGISTRANT      7,500
           ALTON G. BURKHALTER, SPECIAL COUNSEL OF THE REGISTRANT   7,500


(3)  THE REGISTRATION FEE IS BASED UPON THE CLOSING ASK QUOTATION OF THE
     COMPANY'S COMMON STOCK AS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD OF
     $3.875 ON NOVEMBER 7, 2000 FOR THE SHARES ISSUABLE UPON EXERCISE OF OPTIONS
     RESERVED FOR ISSUANCE.

IN THE EVENT THAT ANY OF THE OPTIONS OUTSTANDING LAPSE OR ARE FORFEITED PURSUANT
TO THE TERMS OF THE PLANS UNDER WHICH THEY ARE ISSUED, THE OPTIONS AND THE
SHARES RELATED THERETO WOULD AGAIN BE AVAILABLE FOR ISSUANCE AND SALE PURSUANT
TO THIS REGISTRANT STATEMENT UNDER SUCH PLAN.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.

================================================================================


                                       2
<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

        (a)     The Company's Current Report on Form 8-K/A filed on November 7,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (b)     The Company's Current Report on Form 8-K filed on November 6,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (c)     The Company's Current Report on Form 8-K/A filed on July 17,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (d)     The Company's Current Report on Form 8-K filed on April 25,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (e)     The Company's Proxy Statement for the Company's annual meeting
                of stockholders held on September 25, 2000.

        (f)     The Company's Quarterly Report on Form 10-QSB for the quarter
                ended June 30, 2000, filed pursuant to Section 13 of the
                Exchange Act.

        (g)     The Company's Annual Report on Form 10-KSB for the fiscal year
                ended March 31, 2000, filed pursuant to Section 13 of the
                Exchange Act.

        (h)     The Company's Registration of Securities on Form SB-2 dated
                March 8, 1993.

        In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining unsold, shall be deemed to be incorporated by reference herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.




                                       3
<PAGE>


ITEM 4. DESCRIPTION OF SECURITIES

        The Common Stock of the Company, par value $.001 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements and schedules of the Company included in
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2000 have been incorporated by reference herein in reliance upon the report
of Freed Maxick Sachs & Murphy, P.C., incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.

        The validity of the shares of Common Stock issued pursuant to the plans
registered hereunder has been passed upon by Gibson, Haglund & Paulsen. Bruce H.
Haglund, of Gibson, Haglund & Paulsen, is General Counsel of the Company and
owns vested options to purchase 7,500 shares of the Company's Common Stock at
$2.00 per share and 200,000 shares at $3.25 per share.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Certificate of Incorporation permits the Company to
indemnify its officers and directors to the fullest extent permitted by Nevada
law. Section 78.751 of the Nevada Revised Statutes authorizes a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than a derivative suit
in the name of the corporation) for any expenses, judgments, fines, amounts paid
in settlement and other monetary damages actually and reasonably incurred by
reason of the fact that such person was an officer, director, employee or agent
of the corporation, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, had no reasonable cause
to believe his or her conduct was unreasonable. Any indemnification by a Nevada
corporation, unless ordered by a court, may be made only after a majority of the
disinterested board of directors, independent legal counsel to the corporation
or the corporation's shareholders have determined that indemnification is proper
under the circumstances because the applicable standard of conduct was
fulfilled. Nevada law allows a corporation to limit or eliminate the personal
liability of directors to the corporation and its shareholders for monetary
damages for breach of a director's fiduciary duties as a director. However, such
a limitation does not affect the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) intentional or negligent payments of unlawful dividends or stock
redemptions or (iv) any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation makes provision for
indemnification in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act of 1933, as amended (the "Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1     Nonstatutory Stock Option Agreement between the Company and
                Bruce H. Haglund, 200,000 shares at $3.25, dated November 3,
                2000.

        4.2     Nonstatutory Stock Option Agreement between the Company and
                Bruce H. Haglund, 7,500 shares at $2.00, dated September 25,
                2000.

        4.3     Nonstatutory Stock Option Agreement between the Company and
                Alton G. Burkhalter, 7,500 shares at $2.00, dated September 25,
                2000.

        5.1     Opinion of Counsel to the Company, with respect to the legality
                of the shares.


                                       4
<PAGE>


        23.1    Consent of Counsel (included in the Opinion of Counsel filed as
                Exhibit 5.1).

        23.2    Consent of Freed Maxick Sachs & Murphy, P.C.

        24.1    Power of Attorney (included on signature page hereof)

--------------------

ITEM 9. UNDERTAKINGS.

        (a)     The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                              (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                             (ii) To reflect in the Prospectus any facts or
                    events arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represents
                    a fundamental change in the information set forth in the
                    Registration Statement;

                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement.

                Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.


                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

        THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of LaJolla, State of California, on November 8,
2000.


                                       5
<PAGE>


                         AETHLON MEDICAL, INC.



                         By: /s/Franklyn S. Barry, Jr.
                             ----------------------------------------------
                             Franklyn S. Barry, Jr., Chief Executive Officer

        THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the AETHLON MEDICAL, INC. Compensation Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of La Jolla, State of California, on November 8,
2000.

                              AETHLON MEDICAL, INC.
                             COMPENSATION COMMITTEE

/s/J Edward G. Broenniman                          /s/ John P. Penhune
------------------------------------               ---------------------------
Edward G. Broenniman                               John P. Penhune


/s/ Robert J. Lambrix
------------------------------------
Robert J. Lambrix



                                       6
<PAGE>


                                POWER OF ATTORNEY

     We, the undersigned directors and officers of AETHLON MEDICAL, INC., do
hereby constitute and appoint James A. Joyce and Edward B. Paulsen, or either of
them, acting individually, our true and lawful attorneys and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us in our names in the
capacities indicated below, which said attorneys and agents, or any one of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) hereof; and we do
hereby ratify and confirm all that the said attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

 Signatures                  Title                                  Date
 ----------                  -----                                  ----

/s/Franklyn S. Barry, Jr.   Chief Executive Officer             November 8, 2000
--------------------------  (Principal Executive Officer)
Franklyn S. Barry, Jr.      and Director

/s/John M. Murray           Chief Financial Officer             November 8, 2000
--------------------------  (Principal Financial and
John M. Murray              Accounting Officer) and Director


/s/James A. Joyce           Chairman of the Board, Director     November 8, 2000
--------------------------  and Secretary
James A. Joyce

/s/Edward G. Broenniman     Director                            November 8, 2000
--------------------------
Edward G. Broenniman

/s/Robert J. Lambrix        Director                            November 8, 2000
--------------------------
Robert J. Lambrix

/s/John P. Penhune          Director                            November 8, 2000
--------------------------
John P. Penhune


                                       7
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number                              Name of Exhibit
------                              ---------------
<S>            <C>
4.1            Nonstatutory Stock Option Agreement between the Company
               and Bruce H. Haglund for 200,000 shares at $3.25, dated November
               3, 2000.

4.2            Nonstatutory Stock Option Agreement between the Company and
               Bruce H. Haglund for 7,500 shares at $2.00, dated September 25,
               2000.

4.3            Nonstatutory Stock Option Agreement between the Company and
               Alton G. Burkhalter for 7,500 shares at $2.00, dated September
               25, 2000.

5.1            Opinion of Counsel to the Company, with respect to the legality of
               the shares.

23.1           Consent of Counsel (included in the Opinion of Counsel filed as
               Exhibit 5.1).

23.2           Consent of Freed Maxick Sachs & Murphy, P.C.

24.1           Power of Attorney (included on signature page hereof)
</TABLE>


------------------------------------


                                       8
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{"company-data": {"conformed-name": "AETHLON MEDICAL INC", "cik": "0000882291", "assigned-sic": "3826", "irs-number": "133632859", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49896", "film-number": "765102"}, "business-address": {"street1": "7825 FAY AVENUE SUITE 200", "city": "LAJOLLA", "state": "CA", "zip": "92037", "phone": "2129120930"}, "mail-address": {"street1": "7825 FAY AVENUE SUITE 200", "city": "LAJOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "BISHOP EQUITIES INC", "date-changed": "19930602"}}
As filed with the Securities and Exchange Commission on November 8, 2000
                                                             Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              AETHLON MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                         (State or other jurisdiction of
                         incorporation or organization)

                                   13-3632859
                      (I.R.S. Employer Identification No.)

                           7825 FAY AVENUE, SUITE 200
                              LA JOLLA, CALIFORNIA
                     (Address of Principal Executive Office)

                                      92037
                                   (Zip Code)

               AETHLON MEDICAL, INC. FIVE INDIVIDUAL STOCK OPTION
                         PLANS WITH OFFICERS, DIRECTORS,
                           AND INDEPENDENT CONSULTANTS
                            (full title of the plans)

                 FRANKLYN S. BARRY, JR., CHIEF EXECUTIVE OFFICER
                              AETHLON MEDICAL, INC.
             7825 FAY AVENUE, SUITE 200, LA JOLLA, CALIFORNIA, 92037
                     (Name and address of agent for service)
                                 (858) 456-5777
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Edward B. Paulsen, Esq.
                            Gibson, Haglund & Paulsen
                2 Park Plaza, Suite 450, Irvine, California 92614

                -------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                        Proposed      Proposed       Maximum
Title of                                 Amount        Maximum     aggregate       Amount of
securities to be                          to be    offering price   offering     registration
registered                             registered     per share     price(3)        fee (3)
-----------------------------------------------------------------------------------------------
Common Stock issuable
under the following:

INDIVIDUAL STOCK OPTION PLAN (1)        200,000         $3.875     $775,000.00   $  204.60
INDIVIDUAL STOCK OPTION PLAN (2)         15,000         $3.875      $58,125.00   $   15.35

TOTAL  215,000                                        $833,125                   $  219.95
FOOTNOTES ON FOLLOWING PAGE
--------------------------------------------------------------------------------

(1)  INDIVIDUAL STOCK OPTION PLAN: 200,000 SHARES ISSUABLE UPON THE EXERCISE OF
     OUTSTANDING OPTIONS AT $3.25 PER SHARE AND HELD IN THE AMOUNTS INDICATED BY
     THE FOLLOWING INDEPENDENT CONTRACTOR:

           Name and Position                                        Options Held
           -----------------                                        ------------

           BRUCE H. HAGLUND, GENERAL COUNSEL OF THE REGISTRANT      200,000

(2)  INDIVIDUAL STOCK OPTION PLANS: 15,000 SHARES ISSUABLE UPON THE EXERCISE OF
     OUTSTANDING OPTIONS AT $2.00 PER SHARE AND HELD IN THE AMOUNTS INDICATED BY
     THE FOLLOWING INDEPENDENT CONTRACTORS:

           Name and Position                                        Options Held
           -----------------                                        ------------

           BRUCE H. HAGLUND, GENERAL COUNSEL OF THE REGISTRANT      7,500
           ALTON G. BURKHALTER, SPECIAL COUNSEL OF THE REGISTRANT   7,500

(3)  THE REGISTRATION FEE IS BASED UPON THE CLOSING ASK QUOTATION OF THE
     COMPANY'S COMMON STOCK AS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD OF
     $3.875 ON NOVEMBER 7, 2000 FOR THE SHARES ISSUABLE UPON EXERCISE OF OPTIONS
     RESERVED FOR ISSUANCE.

IN THE EVENT THAT ANY OF THE OPTIONS OUTSTANDING LAPSE OR ARE FORFEITED PURSUANT
TO THE TERMS OF THE PLANS UNDER WHICH THEY ARE ISSUED, THE OPTIONS AND THE
SHARES RELATED THERETO WOULD AGAIN BE AVAILABLE FOR ISSUANCE AND SALE PURSUANT
TO THIS REGISTRANT STATEMENT UNDER SUCH PLAN.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.

================================================================================

                                       2
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

        (a)     The Company's Current Report on Form 8-K/A filed on November 7,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (b)     The Company's Current Report on Form 8-K filed on November 6,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (c)     The Company's Current Report on Form 8-K/A filed on July 17,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (d)     The Company's Current Report on Form 8-K filed on April 25,
                2000, filed pursuant to Section 13 of the Exchange Act.

        (e)     The Company's Proxy Statement for the Company's annual meeting
                of stockholders held on September 25, 2000.

        (f)     The Company's Quarterly Report on Form 10-QSB for the quarter
                ended June 30, 2000, filed pursuant to Section 13 of the
                Exchange Act.

        (g)     The Company's Annual Report on Form 10-KSB for the fiscal year
                ended March 31, 2000, filed pursuant to Section 13 of the
                Exchange Act.

        (h)     The Company's Registration of Securities on Form SB-2 dated
                March 8, 1993.

        In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining unsold, shall be deemed to be incorporated by reference herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.

                                       3
ITEM 4. DESCRIPTION OF SECURITIES

        The Common Stock of the Company, par value $.001 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements and schedules of the Company included in
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2000 have been incorporated by reference herein in reliance upon the report
of Freed Maxick Sachs & Murphy, P.C., incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.

        The validity of the shares of Common Stock issued pursuant to the plans
registered hereunder has been passed upon by Gibson, Haglund & Paulsen. Bruce H.
Haglund, of Gibson, Haglund & Paulsen, is General Counsel of the Company and
owns vested options to purchase 7,500 shares of the Company's Common Stock at
$2.00 per share and 200,000 shares at $3.25 per share.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Certificate of Incorporation permits the Company to
indemnify its officers and directors to the fullest extent permitted by Nevada
law. Section 78.751 of the Nevada Revised Statutes authorizes a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than a derivative suit
in the name of the corporation) for any expenses, judgments, fines, amounts paid
in settlement and other monetary damages actually and reasonably incurred by
reason of the fact that such person was an officer, director, employee or agent
of the corporation, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, had no reasonable cause
to believe his or her conduct was unreasonable. Any indemnification by a Nevada
corporation, unless ordered by a court, may be made only after a majority of the
disinterested board of directors, independent legal counsel to the corporation
or the corporation's shareholders have determined that indemnification is proper
under the circumstances because the applicable standard of conduct was
fulfilled. Nevada law allows a corporation to limit or eliminate the personal
liability of directors to the corporation and its shareholders for monetary
damages for breach of a director's fiduciary duties as a director. However, such
a limitation does not affect the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) intentional or negligent payments of unlawful dividends or stock
redemptions or (iv) any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation makes provision for
indemnification in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act of 1933, as amended (the "Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1     Nonstatutory Stock Option Agreement between the Company and
                Bruce H. Haglund, 200,000 shares at $3.25, dated November 3,
                2000.

        4.2     Nonstatutory Stock Option Agreement between the Company and
                Bruce H. Haglund, 7,500 shares at $2.00, dated September 25,
                2000.

        4.3     Nonstatutory Stock Option Agreement between the Company and
                Alton G. Burkhalter, 7,500 shares at $2.00, dated September 25,
                2000.

        5.1     Opinion of Counsel to the Company, with respect to the legality
                of the shares.

                                       4
23.1    Consent of Counsel (included in the Opinion of Counsel filed as
                Exhibit 5.1).

        23.2    Consent of Freed Maxick Sachs & Murphy, P.C.

        24.1    Power of Attorney (included on signature page hereof)

--------------------

ITEM 9. UNDERTAKINGS.

        (a)     The undersigned registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                              (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                             (ii) To reflect in the Prospectus any facts or
                    events arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represents
                    a fundamental change in the information set forth in the
                    Registration Statement;

                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in the Registration Statement or any material change to such
                    information in the Registration Statement.

                Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

        THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of LaJolla, State of California, on November 8,
2000.

                                       5
AETHLON MEDICAL, INC.

                         By: /s/Franklyn S. Barry, Jr.
                             ----------------------------------------------
                             Franklyn S. Barry, Jr., Chief Executive Officer

        THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the AETHLON MEDICAL, INC. Compensation Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of La Jolla, State of California, on November 8,
2000.

                              AETHLON MEDICAL, INC.
                             COMPENSATION COMMITTEE

/s/J Edward G. Broenniman                          /s/ John P. Penhune
------------------------------------               ---------------------------
Edward G. Broenniman                               John P. Penhune

/s/ Robert J. Lambrix
------------------------------------
Robert J. Lambrix

                                       6
POWER OF ATTORNEY

     We, the undersigned directors and officers of AETHLON MEDICAL, INC., do
hereby constitute and appoint James A. Joyce and Edward B. Paulsen, or either of
them, acting individually, our true and lawful attorneys and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us in our names in the
capacities indicated below, which said attorneys and agents, or any one of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) hereof; and we do
hereby ratify and confirm all that the said attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

 Signatures                  Title                                  Date
 ----------                  -----                                  ----

/s/Franklyn S. Barry, Jr.   Chief Executive Officer             November 8, 2000
--------------------------  (Principal Executive Officer)
Franklyn S. Barry, Jr.      and Director

/s/John M. Murray           Chief Financial Officer             November 8, 2000
--------------------------  (Principal Financial and
John M. Murray              Accounting Officer) and Director

/s/James A. Joyce           Chairman of the Board, Director     November 8, 2000
--------------------------  and Secretary
James A. Joyce

/s/Edward G. Broenniman     Director                            November 8, 2000
--------------------------
Edward G. Broenniman

/s/Robert J. Lambrix        Director                            November 8, 2000
--------------------------
Robert J. Lambrix

/s/John P. Penhune          Director                            November 8, 2000
--------------------------
John P. Penhune

                                       7
EXHIBIT INDEX
Exhibit
Number                              Name of Exhibit
------                              ---------------
4.1            Nonstatutory Stock Option Agreement between the Company
               and Bruce H. Haglund for 200,000 shares at $3.25, dated November
               3, 2000.

4.2            Nonstatutory Stock Option Agreement between the Company and
               Bruce H. Haglund for 7,500 shares at $2.00, dated September 25,
               2000.

4.3            Nonstatutory Stock Option Agreement between the Company and
               Alton G. Burkhalter for 7,500 shares at $2.00, dated September
               25, 2000.

5.1            Opinion of Counsel to the Company, with respect to the legality of
               the shares.

23.1           Consent of Counsel (included in the Opinion of Counsel filed as
               Exhibit 5.1).

23.2           Consent of Freed Maxick Sachs & Murphy, P.C.

24.1           Power of Attorney (included on signature page hereof)
------------------------------------

                                       8