SecProbe.io

Mail Stop 4720          September 15, 2009  Mr. Geert Kersten Director, Principal Fi nancial and Accounting
Officer and Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182
 Re: Cel-Sci Corporation
  Registration Statement on Form S-3
  Filed August 24, 2009
  File No. 333-161504
 Dear Mr. Kersten:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.
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.

Form S-3

1. Please provide the calcula tion supporting your determination that you are S-3
eligible pursuant to Instruction I.B.1 to Form S-3.  Alternatively, if you are
relying on Instruction I.B.6 for S-3 eligibility, please include the information required pursuant to Instruction 7 to th e Transaction Require ments of Form S-3.
 2. Please identify Ascendiant Capital Group, LLC as an underwriter and selling
security holder and provide all informa tion required by Item 507 of Regulation S-
K.

Mr. Geert Kersten
Cel-Sci Corporation September 15, 2009 Page 2

3. Please expand your filing to include a disc ussion of the following risk factors:

• A discussion regarding the dilutive effect of the formula or pricing mechanism;
• A discussion of the likelihood that the company will have access to the
full amount available to it under the equity line; and
• If Ascendiant intends on engaging in short selling activities including selling during the pricing period, plea se discuss the effects of short
selling on the company’ s market price.

4. We note that Section 8.7 of the agreement filed as an exhibit to a Form 8-K on January 6, 2009 states “This Agreement is intended for the bene fit of the parties
hereto and their respective successors and permitted assigns…”  Please explain who you consider to be permitted assigns.  Please note that if Ascendiat’s obligations are assignable, it is not permissi ble to register the resale of the shares
pursuant to our equity line position.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

Mr. Geert Kersten
Cel-Sci Corporation September 15, 2009 Page 3
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Rose Zukin at (202) 551-3239, Suzanne Hayes at (202) 551-3675
or me at (202) 551-3715 with any questions.

        S i n c e r e l y ,               J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: William T. Hart, Esq.             Hart & Trinen             1624 Washington Street             Denver, CO 80203