SecProbe.io

February 2 0, 2013

Via E -Mail
Geert Kersten
Chief Executive Officer
CEL -SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182

Re: CEL -SCI Corporation
  Amendment No. 1 to Registration Statement on Form S-3
Filed  February 7, 2013
  File No.  333-186103

Dear Mr. Kersten:

We have  reviewed your  amended registration statement and related correspondence dated
February 7, 2013, and have  the following comment.  We have limited our review of your
registration statement to those issues we have addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where yo u do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in resp onse to these  comments, we may have  additional comments.

We note that the legal opinion states that the company is “authorized to issue ” the shares
to be registered and that such shares, “when issued, will represent fully paid and non -
assessable securi ties” of the company.   Please file a revised legal opinion that also opines
as to whether the shares “when sold, will be legally issued. ”  Please refer to Section
II.B.1(a) of Staff Legal Bulletin No. 19 .  Guidance regarding appropriate assumptions is
available in Section II.B.3(a) of Staff Legal Bulletin No. 19.

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 the information the Securities Act of 193 3 and
all ap plicable Securities  Act rules require.   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 2 0, 2013
Page 2

 Notwithstanding our com ments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, de clare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 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 and 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Amy Reischauer at (202) 551 -3793, Jennifer Riegel  at (202)  551-3575, or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
William T. Har t
Hart & Trinan, LLP
1624 Washington Street
Denver, CO 80203