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SEC Company Response from CEL SCI CORP (CVM) (CIK 0000725363) (CVM) — Feb 28, 2012

CEL SCI CORP (CVM) (CIK 0000725363)
Date: Feb. 28, 2012 · CIK: 0000725363 · Accession: 0001004878-12-000049

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File numbers found in text: 001-11889

Referenced dates: February 27, 2012

Date
February 28, 2012
Author
HART & TRINEN, L.L.P.
Form
CORRESP
Company
CEL SCI CORP (CVM) (CIK 0000725363)

Letter

Re: Cel-Sci Corporation Schedule 14A File No. 001-11889

HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061 --

Will Hart February 28, 2012

Johnny Gharib Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

This office represents Cel-Sci Corporation. Amendment No. 1 to the Company's Proxy Statement has been filed with the Commission. With respect to the comment received from the staff by letter dated February 27, 2012, 2011:

o the following footnote has been added to the tables which appear on page 24 of the proxy statement.

(1) At the annual shareholders' meeting, CEL-SCI's shareholders will be asked to approve the adoption of CEL-SCI's 2012 Incentive Stock Option, Non-Qualified Stock Option and Stock Bonus Plans and to increase the number of shares issuable under CEL-SCI's Stock Compensation Plan. The amounts in this column do not include any shares issuable pursuant to the 2012 plans or the proposed amendment to the Stock Compensation Plan. As of the date of this proxy statement, CEL-SCI did not have any definitive agreements, arrangements, plans, intentions or commitments, written or oral, to issue any shares of its common stock pursuant to the 2012 plans or the proposed amendment to the Stock Compensation Plan.

o the following has been added to the section of the Proxy Statement captioned Proposal to Amend CEL-SCI's Articles of Incorporation.

... as of the date of this proxy statement, CEL-SCI did not have any definitive agreements, arrangements, plans, intentions or commitments, written or oral, with any person to sell or issue any additional shares of its common stock, whether for cash or otherwise, except for CEL-SCI's obligation to issue common stock upon the exercise of outstanding options and warrants or the conversion of notes.

<PAGE>

If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.

Very Truly Yours,
HART & TRINEN, L.L.P.

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               HART & TRINEN, LLP
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Donald T. Trinen                                      Facsimile:  (303) 839-5414
                                  (303) 839-0061
--

Will Hart
                                February 28, 2012

Johnny Gharib
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Schedule 14A
            File No. 001-11889

     This  office  represents  Cel-Sci  Corporation.  Amendment  No.  1  to  the
Company's Proxy  Statement has been filed with the  Commission.  With respect to
the comment received from the staff by letter dated February 27, 2012, 2011:

     o    the  following  footnote  has been added to the tables which appear on
          page 24 of the proxy statement.

     (1) At the annual  shareholders'  meeting,  CEL-SCI's  shareholders will be
asked to  approve  the  adoption  of  CEL-SCI's  2012  Incentive  Stock  Option,
Non-Qualified  Stock  Option and Stock Bonus Plans and to increase the number of
shares  issuable under CEL-SCI's  Stock  Compensation  Plan. The amounts in this
column do not  include  any shares  issuable  pursuant  to the 2012 plans or the
proposed  amendment to the Stock Compensation Plan. As of the date of this proxy
statement, CEL-SCI did not have any definitive agreements,  arrangements, plans,
intentions  or  commitments,  written or oral, to issue any shares of its common
stock  pursuant  to the  2012  plans  or the  proposed  amendment  to the  Stock
Compensation Plan.

     o    the  following  has been added to the  section of the Proxy  Statement
          captioned Proposal to Amend CEL-SCI's Articles of Incorporation.

     ...  as of the  date of this  proxy  statement,  CEL-SCI  did not  have any
definitive agreements,  arrangements,  plans, intentions or commitments, written
or oral,  with any person to sell or issue any  additional  shares of its common
stock,  whether for cash or otherwise,  except for CEL-SCI's obligation to issue
common  stock upon the  exercise  of  outstanding  options  and  warrants or the
conversion of notes.

<PAGE>

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & TRINEN, L.L.P.

                                /s/ William Hart

                                William T. Hart

<PAGE>
</TEXT>
</DOCUMENT>