SecProbe.io

February 27, 2012
 Via E-mail

Mr. Geert Kersten Chief Executive Officer Cel-Sci Corporation
8229 Boone Blvd., Suite 802
Vienna, VA 22182
Re: Cel-Sci Corporation
  Schedule 14A
Filed February 17, 2012
  File No. 001-11889

Dear Mr. Kersten:
 We have limited our review of the above proxy statement to the issues we have addressed
in our comment.  Please respond to this lette r by providing the requested information or by
advising us when you will provide the request ed response.  Where you do not believe our
comment applies to your facts and circumstances , please tell us why in your response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.
 1. We note that with respect to proposal 6, you propose to increase the number of
authorized shares of common stock to 600 milli on shares.  We also note that as of the
date of the proxy statement, you do not have any definitive agreements or arrangements with any person to sell any additional shares of your common stock
except for your obligation upon exercise of outstanding warrants and options.  Please
expand your discussion for the newly author ized shares to disclose whether you
currently have, or do not have, any plans, intentions, arrangements or commitments,
etc., written or oral, to issue any of th e shares of your common stock, whether under
your stock plans or otherwise, apart from any definitive agreements or arrangements
to sell any shares for cash.  If you have no su ch plans, please revise  your disclosure to
so state.  In addition, each of the proposal s regarding adoption or amendment of your
stock plans (proposals 2 through 5) should address whether you have any plans to
issue shares under these plans.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Geert Kersten Cel-Sci Corporation February 27, 2012 Page 2

  In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Patricia B. Prichep  Senior Vice President of Operations  Cel-Sci Corporation   8229 Boone Blvd., Suite 802
 Vienna, VA 22182