SecProbe.io

Mail Stop 0610     July 23, 2009

 Mr. Geert R. Kersten Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182  Re: Cel-Sci Corporation  Preliminary proxy statement filed July 17, 2009   File No. 001-11889  Dear Mr. Kersten:
We have reviewed your filing solely with respect to the pricing mechanism of the
equity line of credit and have the followi ng comments.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Approval of the issuance of su ch number of shares of co mmon stock as may be required
by the terms of the equity line of credit.

1. We note the discussion on page 26 that  “the purchase price per share of
common stock will be based on the daily volume weighted average price of
CEL-SCI’s common stock during each of the ten trading days immediately
following the drawdown date, less a discount  of 9%.”  Pleas e reconcile this
statement with the subsequent statement pertaining to the price at which CEL-SCI is willing to sell the shares, i.e.  “the lowest price will be set by CEL-
SCI’s Chief Executive Officer in his sole  and absolute discretion.”  We may
have additional comments.

* * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact John L. Krug at (202) 551-3862, Senior Counsel, or me at (202) 551-3715 if you have any questions.
Sincerely,   Jeffrey Riedler Assistant Director