SecProbe.io

June 4, 2014

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

Re: CEL -SCI Corporation
  Registration Statement on Form S-3
Filed  May 23, 2014
  File No.  333-196243

Dear Mr. Kersten:

We have limited our review of your registration statement to those issues we have
addressed in our comments.

Please respond to this letter by amending your registration statement and providing  the
requested information .  Where you do not believe our comments apply 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 response to these  comments, we may have  additional comments.

General

1. Based on the number of shares held by non -affiliates as reported in your most recent
Form 10 -K and the market price of your common stock over the most recent sixty days,
you do not appear to meet the requirements to use Form S -3 under General Instruction
I.B.1 of Form S -3.  As such, please provide your analysis as to how you meet the
requirements to use For m S-3 to register this offering.  If you are relying on General
Instruction I.B.6, please provide the disclosure required by Instruction 7 to General
Instruction I.B.6 on the outside front cover page of your registration statement.

Item 16. Exhibits

2. Please file the form  of the indenture(s)  relating to your promissory notes and convertible
notes as an exhibit  to the registration statement prior to requesting effectiveness.  As you
may be aware, the Trust Indenture Act of 1939 requires that an indenture be qualified at
the time of registration .

Geert Kersten
CEL -SCI Corporation
June 4, 2014
Page 2

Exhibit 5.1

3. We note that the legal opinion states that counsel has examined your articles of
incorporation, bylaws, and minutes of the board of directors, applicable Colorado law,
and a copy of the registration sta tement.  Please note that the scope of the legality opinion
cannot be limited in this manner.  Please file a revise d legal opinion that states that
counsel has examined all documents it has deemed necessary to render its opinion .

4. We note that the legal op inion is limited to the “shares of stock ” issuable under the
registration statement.   Please note that Commission rules require an opinion of counsel
with respect to the legality of all securities being registered.  Please file a revise d legal
opinion that opines as to whether the promissory notes, convertible notes, rights, and
warrants being registered will be, when issued, binding obligations of the registrant  under
the law of the jurisdiction(s) governing each security.  In this regard, the legal op inion
should specifically reference the jurisdiction(s) governing the agreement or instrument
pursuant to which the promissory notes, convertible notes, rights, and warrants  are issued .
Please refer to Sections II.B.1(e) and (f) of Staff Legal Bulletin No . 19 for guidance .

5. We note that the legal opinion states that the company is “authorized to issue the shares
of stock which are the subject of this registration statement and such shares , when issued ,
will represent  fully paid and non -assessable  shares o f CEL -SCI’s common stock .”  Please
file a revise d legal opinion that opines as to whether the  common stock, preferred stock,
convertible preferred stock, and any shares underlying the convertible notes, convertible
preferred stock, warrants, and rights wil l be, when sold, legally issued , fully paid and
non-assessable .  Please refer to Sections II.B.1( a) and 2(a) of Staff Legal Bulletin No. 19
for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filin g to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsib le for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, 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, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Geert Kersten
CEL -SCI Corporation
June 4, 2014
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 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 of 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, Bryan Pitko  at (202)  551-3203, or me
at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

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