SecProbe.io

CORRESP
 1
 filename1.htm

 lettersecreaccelamends-3s

CEL-SCI CORPORATION

 8229
Boone Blvd. #802

Vienna, Virginia 22182

 (703)
506-9460

 August
7, 2025

 Securities
and Exchange Commission

 100 F
Street, NE

 Washington,
DC 20549

  Re:

 CEL-SCI
Corporation
 Form
S-3
 SEC File No.
 333-28 8515

 CEL-SCI
Corporation (the “Company”) requests that the effective
date of the above captioned Registration Statement be accelerated
to Tuesday, August 12, 2025 at 3:00 P.M. Eastern time, or as soon
as practicable thereafter.

 The
Company understands 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;

 ●
 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.

 Very
Truly Yours,

 CEL-SCI
CORPORATION

/s/ Geert Kersten

 Geert
Kersten

 Chief
Executive Officer

CORRESP
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 filename1.htm

 cvm_corresp.htm HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 ________ harttrinen@aol.com (303) 839-0061 Fax: (303) 839-5414 August 5, 2025 Chris Edwards Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: CEL-SCI Corporation Registration Statement on Form S-3, Amendment No. 1 File No. 333-288515 This office represents CEL-SCI Corporation (the “Company”). Amendment No. 1 to the Company’s Registration Statement on Form S-3 has been filed with the Commission. The following are the Company’s responses to the comments received from the staff by letter dated July 15, 2025. The numbers below correspond to the paragraph numbers in the staff’s comment letter. The numbers under the “Page No.” column indicated the page number of the Registration Statement where the responses to the staff’s comments can be found. 1. Comment complied with. Cover Page 2. Comment complied with. Signature Page 3. Exhibit 5 – Legal Opinion has been added to the Exhibit Index. Exhibit Index If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned. Very Truly Yours, HART & HART, LLC /s/ William T. Hart William T. Hart Cel-Sci Resp to SEC Comments on S-3 8-4-25

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182

 Re: CEL-SCI Corporation
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288515
Dear Geert Kersten:

 We have conducted a limited review of your registration statement and
have the
following comments.

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

Registration Statement on Form S-3
Cover Page

1. Please revise the header on the cover page of the prospectus to specify
the total
 amount ($100,000,000) and the types of securities being registered.
Signatures, page 28

2. Please revise the signature section to indicate which officer is signing
in the capacities
 of principal executive officer, principal financial officer, and
controller or principal
 accounting officer.
 July 15, 2025
Page 2
Exhibits

3. Please file a legal opinion as Exhibit 5.1 with the next amendment to
your registration
 statement.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Chris Edwards at 202-551-6761 or Tim Buchmiller at
202-551-3635
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William T. Hart, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

Patricia Prichep
Chief Financial Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182

 Re: CEL-SCI Corporation
 Form 10-K for Fiscal Year Ended September 30, 2024
 Filed January 13, 2025
 File No. 001-11889
Dear Patricia Prichep:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

cvm_corresp.htmHART & HART, LLC

 ATTORNEYS AT LAW

 1624 Washington Street

 Denver, CO  80203

   ________

 (303) 839-0061

   harttrinen@aol.com

 Fax: (303) 839-5414

 February 28, 2025

 Gary Newberry

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

   Re:

   CEL-SCI Corporation

 Form 10-K for Fiscal Year Ended September 30, 2024

 Filed January 13, 2025

 File No. 001-11889

 Dear Mr. Newberry

 This office represents CEL-SCI Corporation (the “Company”).  Your letter to the Company dated February 24, 2025 has been referred to us for our review and response.

 The Company will address the comments in your February 24, 2025 letter in its future filings.

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

       Very Truly Yours,

 HART & HART, LLC

    By   /s/ William T. Hart

  William T.  Hart

February 24, 2025
Patricia Prichep
Chief Financial Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Form 10-K for Fiscal Year Ended September 30, 2024
Filed January 13, 2025
File No. 001-11889
Dear Patricia Prichep:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2024
Research and Development Expenses, page 54
1.We note the discussion on page 53 of the fluctuations in research and development
expenses were due to employee stock compensation, clinical study activities and other
costs. Please revise your results of operations discussion in future filings to provide
additional quantitative and qualitative disclosures that give more transparency as to
the type of research and development expenses incurred (i.e., by nature or type of
expense) which should reconcile to total research and development expenses on your
Statements of Operations.
Management's Report on Internal Control over Financial Reporting, page 58
2.In future filings, please explicitly state that you concluded your internal control over
financial reporting is not effective due to any material weaknesses identified as
required by Item 308(a)(3) of Regulation S-K.

February 24, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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cvm_corresp.htmCEL-SCI CORPORATION

 8229 Boone Blvd. #802

 Vienna, VA 22182

 (703) 506-9460

 November 5, 2024

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

   Re:

  CEL-SCI Corporation

  Form S-3

  SEC File No. 333-282844

 CEL-SCI Corporation (the “Company”) requests that the effective date of the above captioned Registration Statement be accelerated to Thursday, November 7, 2024 at 4:00 P.M. Eastern time, or as soon as practicable thereafter.

 The Company understands 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;

   ·

  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.

         Very Truly Yours,

 CEL-SCI CORPORATION

       /s/ Patricia B. Prichep

   Patricia B. Prichep

         Senior Vice President of Operations

November 4, 2024
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-3
Filed October 25, 2024
File No. 333-282844
Dear Geert Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:William Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 13, 2022

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

      Re:   CEL-SCI Corporation
            Form S-3
            SEC File No. 333-265995

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration  Statement be accelerated to Friday, July 15, 2022
at 4:30 P.M. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    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.

                                Very Truly Yours,

                               CEL-SCI CORPORATION

                               /s/ Patricia B. Prichep
                               -----------------------------------
                               Patricia B. Prichep
                               Senior Vice President of Operations

</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
July 12, 2022
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-265995
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

United States securities and exchange commission logo
July 8, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-1
Filed July 2, 2020
File No. 333-239674
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 8, 2020

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

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-239674

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration Statement be accelerated to Friday, July 10, 2020,
2:30 P.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                     Very Truly Yours,

                                     CEL-SCI CORPORATION

                                     /s/ Patricia B. Prichep

                                     Patricia B. Prichep
                                     Senior Vice President of Operations

</TEXT>
</DOCUMENT>

April 15, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-1
Filed April 9, 2020
File No. 333-237623
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

CORRESP
1
filename1.htm

cvm_corresp

CEL-SCI CORPORATION

8229
Boone Blvd. #802

Vienna,
VA 22182

 (703)
506-9460

April
15, 2020

Irene
Paik

Securities
and Exchange Commission

100 F
Street, NE

Washington,
DC 20549

Re:

CEL-SCI
Corporation

Form
S-1

SEC
File No. 333-327623

CEL-SCI
Corporation (the “Company”) requests that the effective
date of the above captioned Registration Statement be accelerated
to Monday, April 20, 2020 at 2:00 P.M. Eastern time, or as soon as
practicable thereafter.

The
Company understands 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;

●

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.

Very
Truly Yours,

CEL-SCI CORPORATION

/s/ Patricia B.
Prichep

Patricia
B. Prichep

Senior
Vice President of Operations

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                 March 13, 2020

Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Post-Effective Amendment No. 3 to Form S-1
            File No. 333-229295

      This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 3 to the Company's Registration Statement on Form S-1 (333-229295)
has been filed with the Commission. The following are the Company's responses to
the comments received from the staff by letter dated March 12, 2020.

     The  numbers  below  correspond  to the  paragraph  numbers in the  staff's
comment letter.

<TABLE>
<S>                                                                                      <C>
                                                                                        Page
                                                                                         No.

     1.   Comment  complied with. The risk factor requested by this comment will     8, Exhibit 3(d)
          be added to the risk factor  section of the  Company's  September  30,
          2020 10-K report and to any future filings under the Securities Act of
          1933.

     2.   Comment complied with.                                                         3, 4, 8
</TABLE>

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

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                            By
                                William T.  Hart
</TEXT>
</DOCUMENT>

March 12, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Post-Effective Amendment No. 2 to Registration Statement on Form S-1
Filed March 6, 2020
File No. 333-229295
Dear Mr. Kersten:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 4, 2020 letter.
Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed March 6, 2020
Description of Common Stock, page 5
1.We note your revisions in response to our prior comment 1.  Please revise the last
sentence in this section to clarify that there is uncertainty as to whether any court, not only
the U.S. District Court for the District of Delaware, would enforce your exclusive forum
provision.  In addition, as requested previously, please include risk factor disclosure
regarding this provision to update the risk factor disclosure provided in your annual report
on Form 10-K that is incorporated by reference.  Finally, please file your amended bylaws
as an exhibit to this registration statement.

 FirstName LastNameGeert Kersten
 Comapany NameCEL-SCI Corporation
 March 12, 2020 Page 2
 FirstName LastName
Geert Kersten
CEL-SCI Corporation
March 12, 2020
Page 2
General
2.We note your revisions in response to our prior comment 3. However, you continue to
state throughout the prospectus that the warrants were issued at various dates between
February 2016 and July 2018 even though the Form S-1 that was declared effective on
February 13, 2019 indicates that the warrants were issued at various dates between
February 2017 and July 2018.  Please revise your prospectus to reconcile this discrepancy
or advise.
            Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                        (303) 839-0061              Fax: (303) 839-5414

                                  March 9, 2020

Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Post-Effective Amendment No. 2 to Form S-1
            File No. 333-229295

     This office represents CEL-SCI Corporation (the "Company").  Post-Effective
Amendment No. 2 to the Company's Registration Statement on Form S-1 (333-229295)
has been filed with the Commission. The following are the Company's responses to
the comments received by the staff by letter dated March 4, 2020.

     The  numbers  below  correspond  to the  paragraph  numbers in the  staff's
comment letter.

<TABLE>
<S>                                                                                    <C>

                                                                                    Page No.

     1.   Revisions  have been made to the  section of the  prospectus  entitled
          "Description of Common Stock" to address this comment.                        5

     2.   The following has been added to the section of the prospectus entitled
          "Recent Developments".

          "In February 2020 we issued 44,065 shares of our common stock to three
          persons  upon the  exercise  of  warrants  which had  exercise  prices
          between $2.24 and $3.60 per share. However, the 44,065 shares were not
          registered  pursuant to Section 5 of the Securities Act of 1933 and no
          exemption  from  registration  was available for the issuance of these
          shares. If the persons that exercised these warrants sought to rescind
          the  exercise  of the  warrants  we would  have to pay  these  persons
          approximately $126,000."

          As noted above,  if the three persons who exercised  their warrants in
          February 2020  rescinded the exercise of these  warrants,  the Company
          would be  required to pay these  persons  approximately  $126,000.  In
          comparison,  the  Company,  aside from other  contractual  obligations
          (employment  contracts,  remaining amounts which the Company estimates
          will be required to complete its Phase III clinical  trial,  etc.), is
          required  to make lease  payments  on its  manufacturing  facility  of

<PAGE>

          approximately $150,000 per month. Accordingly,  we do not believe that
          the potential  payment of $126,000 to the persons who exercised  their
          warrants in February 2020 is material and therefore disclosure of this
          potential  payment is not required in the  Company's  annual report on
          Form 10-K for the year ended September 30, 2019.                              2

     3.The shares  issuable upon the exercise of the Series Y warrants have been
          removed from the registration statement.                                      6
</TABLE>

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

                                    Very Truly Yours,

                                    HART & HART, LLC

                                    /s/ William T. Hart

                                    By
                                        William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.                                        harttrinen@aol.com
Will Hart                        (303) 839-0061             Fax: (303) 839-5414

                                  March 4, 2020

Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:      CEL-SCI Corporation
                  Post-Effective Amendment No. 1 to Form S-1
                  File No. 333-229295

     This office represents CEL-SCI Corporation (the "Company"). With respect to
the staff's  letter dated March 4, 2020,  we propose to add the following to the
section of the prospectus entitled "Recent Developments".

          "In  February  2020 we issued  44,065  shares of our  common
     stock to three  persons upon the  exercise of warrants  which had
     exercise prices between $2.24 and $3.60 per share.  However,  the
     44,065  shares were not  registered  pursuant to Section 5 of the
     Securities  Act of 1933 and no exemption  from  registration  was
     available for the issuance of these  shares.  If the persons that
     exercised  these  warrants  sought to rescind the exercise of the
     warrants  we  would  have  to  pay  these  persons  approximately
     $126,000."

     As noted  above,  if the three  persons  who  exercised  their  warrants in
February  2020  rescinded the exercise of these  warrants,  the Company would be
required  to pay  these  persons  approximately  $126,000.  In  comparison,  the
Company,  aside  from  other  contractual   obligations  (employment  contracts,
remaining  amounts which the Company  estimates will be required to complete its
Phase III  clinical  trial,  etc.),  is required  to make lease  payments on its
manufacturing facility of approximately $150,000 per month.  Accordingly,  we do
not believe that the potential  payment of $126,000 to the persons who exercised
their  warrants in February  2020 is material and  therefore  disclosure of this
potential  payment is not required in the  Company's  annual report on Form 10-K
for the year ended September 30, 2019.

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

                                              Very Truly Yours,

                                              HART & HART, LLC

                                              /s/ William T. Hart

                                              By
                                                   William T. Hart
</TEXT>
</DOCUMENT>

March 4, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed February 21, 2020
File No. 333-229295
Dear Mr. Kersten:
            We have reviewed your post-effective amendment and your letter dated February 24,
2020 and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If 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.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed February 21, 2020
Description of Common Stock, page 4
1.We note your disclosure regarding your forum selection provision for certain claims.
Your disclosure that the laws of Delaware will apply to any such claim does not appear to
be consistent with your proposed changes to your bylaws.  In that regard,  we note that the
proposed changes to your bylaws removes the sentence that the laws of Delaware will
apply.  Please revise.  In addition, please include risk factor disclosure regarding this
provision to update the risk factor disclosure provided in your annual report on Form 10-K
that is incorporated by reference.   In that regard, we note your disclosure in your
prospectus that it is your intention that this provision applies to actions arising under the
Securities Act and the Exchange Act.  Please also revise your disclosure regarding the

 FirstName LastNameGeert Kersten
 Comapany NameCEL-SCI Corporation
 March 4, 2020 Page 2
 FirstName LastName
Geert Kersten
CEL-SCI Corporation
March 4, 2020
Page 2
applicability of the exclusive forum provision to state law claims to clearly state that there
is uncertainty as to whether a court would enforce your provision.
General
2.We note your response to comment one in our letter dated February 14, 2020.  Please
revise your prospectus to make clear what remedies shareholders have under Section
12(a)(1) of the Securities Act of 1933 if the shares inadvertently issued were issued in
violation of Section 5 of the Securities Act of 1933.  For example, please reflect the
amount subject to possible rescission on your financial statements, describe the matter in a
note to the financial statements, add risk factor disclosure, and provide MD&A disclosure.
3.It appears you are attempting to register additional shares by post-effective amendment.
For example, it does not appear shares of common stock issuable upon exercise of Series
Y warrants were included in your registration statement on Form S-1 that was declared
effective on February 3, 2020. The company is not eligible to register additional shares in
this manner.  Please advise and provide us your analysis.  Refer generally to Securities
Act Rule 413.  For guidance, refer to Compliance and Disclosure Interpretations,
Securities Act Rules Question 210.01.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                February 24, 2020

Irene Paik
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Post-Effective Amendment No. 1 to Form S-1
            Filed February 21, 2020
            File No. 333-229295

      This office represents CEL-SCI Corporation (the "Company"). Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-1 (333-229295)
has been filed with the Commission. The following are the Company's responses to
the comments received by the staff by letter dated February 14, 2020. Although
the February 14, 2020 comment letter pertained to a registration statement that
has been withdrawn (333-233379), the staff's comments are applicable to the
above-captioned registration statement and were considered when the registration
was filed on February 21, 2020.

     The  numbers  below  correspond  to the  paragraph  numbers in the  staff's
comment letter.

<TABLE>
<S>                    <C>                                                           <C>
                                                                                    Page
                                                                                      No.
</TABLE>

     1.   The number of shares which are being  registered on the cover page has
          been revised

     2.   The explanatory note has been changed to state that the purpose of the
          Post-Effective   Amendment   is  to  update   the   originally   filed
          registration  statement  with the  Company's  September  30,  2019 and
          December 31, 2019 financial  statements.  Accordingly,  the Company is
          not  relying  on  Rule  429  in  connection  with  the  Post-Effective
          Amendment.

          The  Company's  Registration  Statement  to which this  Post-Effective
          Amendment  relates  was  declared  effective  by  the  Securities  and
          Exchange Commission on February 13, 2019. That registration statement,
          at the  time  it  became  effective,  incorporated  by  reference  the
          Company's financial  statements for the year ended September 30, 2018.
          Pursuant to  ss.10(a)(3) of the Securities Act of 1933, the prospectus
          pertaining  to that  registration  statement  could not be used  after
          February  1,  2020.  However,  after  February  1,  2020  the  Company
          inadvertently  issued  44,065  shares  of its  common  stock  upon the
          exercise of warrants held by four persons listed in the

<PAGE>

          "Selling  Shareholders"  section of the  prospectus.  The  Company has
          advised the holders of 20,000  shares  received on the exercise of the
          warrants   that  they   should  not  sell  their   shares   until  the
          Post-Effective   Amendment   has  been   declared   effective  by  the
          Commission.  The other  24,065  shares were sold prior to the time the
          Company  was able to advise  the  holders  of these  shares  that they
          should not sell their shares.

     3.   Revisions  have been made to the  section of the  prospectus  entitled
          "Description of Common Stock" to address this comment.

     4.   Revisions  have been made to the  section of the  prospectus  entitled
          "Description of Common Stock" to address this comment.

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

                                    Very Truly Yours,

                                    HART & HART, LLC

                                    /s/ William T. Hart

                                    By
                                        William T.  Hart

</TEXT>
</DOCUMENT>

February 14, 2020
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182
Re:CEL-SCI Corporation
Post-Effective Amendment No. 1 to Form S-1
Filed February 3, 2020
File No. 333-233379
Dear Mr. Kersten:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If 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.
Post-Effective Amendment No. 1 to Form S-1 filed February 3, 2020
Cover Page
1.It appears that you are registering 8,501,441 shares of common stock to be offered by
selling shareholders pursuant to the registration fee table.  However, the prospectus and
legal opinion indicate that you are registering 2,092,441 shares of common stock to be
offered by selling shareholders.  Please revise as appropriate to reconcile this
discrepancy.
2.Your explanatory note states that you are registering shares of common stock issuable
upon the exercise of warrants, which were previously registered by means of a number of
registration statements that have either expired or will expire in the near term.  If you are
relying on Rule 429, please revise the explanatory note to explain that you are relying on
Rule 429 to combine prospectuses.  In addition, state the number of shares that were

 FirstName LastNameGeert Kersten
 Comapany NameCEL-SCI Corporation
 February 14, 2020 Page 2
 FirstName LastName
Geert Kersten
CEL-SCI Corporation
February 14, 2020
Page 2
previously registered but unsold, include all of the information that currently would be
required in a prospectus relating to all offerings this registration statement covers,
including the terms of the warrants issued, and identify any earlier registration statements
by Commission file number.  Refer to Securities Act Rule 429.  Please also explain the
basis for your ability to register shares on this post-effective amendment that were
previously registered by means of a registration statement that has expired, and advise us
supplementally in writing whether any offers or sales were made pursuant to the
registration statement after such time.
Description of Common Stock, page 5
3.We note that your forum selection provision in your bylaws identifies the U.S. District
Court for the District of Delaware as the exclusive forum for any shareholder claim
against the Corporation, or any officer or director of the Corporation, including any
derivative claim or claim purportedly filed on behalf of the Corporation. Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange Act.
If so, please also state that there is uncertainty as to whether a court would enforce such
provision. In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
4.We note that you are organized in Colorado and your executive office is in Virginia. We
note that your forum selection provision identifies the U.S. District Court for the District
of Delaware as the exclusive forum.  Please address how this provision applies to state
law claims since the U.S. District Court may not have jurisdiction. Please revise to state
that there is uncertainty as to whether a court would enforce such provision.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Paik at 202-551-6553 or Celeste Murphy at 202-551-3257 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 26, 2019

Ada D. Sarmento
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-233379

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above  captioned  Registration  Statement be accelerated  to Friday,  August 30,
2019, 4:00 P.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                           Very Truly Yours,

                                           CEL-SCI CORPORATION

                                           /s/ Patti B. Prichep

                                           Patti B. Prichep
                                           Senior Vice President of Operations

</TEXT>
</DOCUMENT>

August 24, 2019
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-1
Filed August 20, 2019
File No. 333-233379
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                February 11, 2019

Todd Schiffman
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-229295

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned Registration Statement be accelerated to Wednesday, February 13,
2019, 4:00 P.M. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    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.

                                Very Truly Yours,

                                CEL-SCI CORPORATION

                                /s/ Patricia B. Prichep
                                -----------------------------------
                                Patricia B. Prichep
                                Senior Vice President of Operations
</TEXT>
</DOCUMENT>

February 8, 2019
Geert Kersten
Chief Executive Officer
CEL SCI CORP
8229 Boone Blvd. #802
Vienna, Virginia 22182
Re:CEL SCI CORP
Registration Statement on Form S-1
Filed January 18, 2019
File No. 333-229295
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Todd Schiffman at 202-551-3491 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

September 7, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, VA 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-1
Filed August 31, 2018
File No. 333-227170
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                September 7, 2018

Ada D. Sarmento
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-227170

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration  Statement be accelerated to Wednesday,  September
12, 2018, 10:00 A.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                     Very Truly Yours,

                                     CEL-SCI CORPORATION

                                     /s/ Patricia B. Prichep

                                     Patricia B. Prichep
                                     Senior Vice President of Operations

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 21, 2018

Ada D. Sarmento
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            SEC File No. 333-226558

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to August 24, 2018,
10:00 A.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                     Very Truly Yours,

                                     CEL-SCI CORPORATION

                                     /s/ Patricia B. Prichep

                                     Patricia B. Prichep
                                     Senior Vice President of Operations

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                      (303) 839-0061                Fax: (303) 839-5414

                                 August 21, 2018

Ada D. Sarmento
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

            Re: CEL-SCI Corporation
            Form S-3
            SEC File No. 333-226558

     This office represents CEL-SCI Corporation (the "Company").  Amendment No.1
to the  Company's  Registration  Statement  on Form S-3 has been  filed with the
commission.  The section of the prospectus captioned "Incorporation of Documents
by Reference" (page 41) has been revised and updated.

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

                                   Very Truly Yours,

                                   HART & HART, LLC

                                   /s/ William T. Hart

                                    William T Hart
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 15, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-226400

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above  captioned  Registration  Statement be  accelerated to August 17, 2018, at
12:00 p.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                        Very Truly Yours,

                                        CEL-SCI CORPORATION

                                        /s/ Patricia B. Prichep

                                        Patricia B. Prichep
                                        Senior Vice President of Operations

</TEXT>
</DOCUMENT>

August 8, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd., #802
Vienna, VA 22182
Re:CEL-SCI Corporation
Registration Statement on Form S-1
Filed July 27, 2018
File No. 333-226400
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 5, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-225843

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to July 9, 2018, at
11:00 a.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

          o    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;

          o    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

          o    the  Company  may  not  assert  this  action  as  defense  in any
               proceedings  initiated by the  Commission or any person under the
               federal securities laws of the United States.

                                       Very Truly Yours,

                                       CEL-SCI CORPORATION

                                       /s/ Patricia B. Prichep

                                       Patricia B. Prichep
                                       Senior Vice President of Operations

PBP:tg
</TEXT>
</DOCUMENT>

June 29, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI CORP
8229 Boone Blvd. #802
Vienna, VA 22182
Re:CEL-SCI CORP
Registration Statement on Form S-1
Filed June 22, 2018
File No. 333-225843
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  June 11, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-225188

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above  captioned  Registration  Statement be accelerated to June 15, 2018,  1:00
p.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                     Very Truly Yours,

                                     CEL-SCI CORPORATION

                                     /s/ Patricia B. Prichep
                                     -----------------------------------
                                     Patricia B. Prichep
                                     Senior Vice President of Operations
</TEXT>
</DOCUMENT>

June 5, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI CORP
8229 Boone Blvd. #802
Vienna, VA 22182
Re:CEL-SCI CORP
Registration Statement on Form S-1
Filed May 24, 2018
File No. 333-225188
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                February 22, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-223035

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above  captioned  Registration  Statement be  accelerated  to February 28, 2018,
11:00 a.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                     Very Truly Yours,

                                     /s/ Geert R. Kersten
                                     -----------------------------------
                                     Geert R. Kersten
                                     Chief Executive Officer
</TEXT>
</DOCUMENT>

February 21, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI CORP
8229 Boone Blvd. #802
Vienna, Virginia 22182
Re:CEL-SCI CORP
Registration Statement on Form S-1
Filed February 14, 2018
File No. 333-223035
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                January 18, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-222445

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration Statement be accelerated to January 23, 2018, 1:00
p.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                     Very Truly Yours,

                                     /s/ Patricia Prichep
                                     -----------------------------------
                                     Patricia Prichep
                                     Senior Vice President of Operations3

</TEXT>
</DOCUMENT>

January 16, 2018
Geert Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
CEL-SCI Corporation
Registration Statement on Form S-1
Filed January 5, 2018
File No. 333-222445Re:
Dear Mr. Kersten:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William T. Hart, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 29, 2017

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-220061

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to September 1, 2017,
4:30 p.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

      The Company withdraws its acceleration request made by letter dated August
7, 2017.

                                      Very Truly Yours,

                                        /s/ Patricia B. Prichep
                                      Patricia B. Prichep
                                      Senior Vice President of Operations

</TEXT>
</DOCUMENT>

August 28, 2017
Geert Kersten
Chief Executive, Financial and Accounting Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
CEL-SCI Corporation
Registration Statement on Form S-1
Filed August 18, 2017
File No. 333-220061Re:
Dear Mr. Kersten:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 8, 2017

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-219368

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration Statement be accelerated to August 8, 2017 at 4:30
p.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

     The Company withdraws its acceleration  request made by letter dated August
7, 2017.

                                       Very Truly Yours,

                                       /s/ Patricia B. Prichep

                                       Patricia B. Prichep
                                       Senior Vice President of Operations

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 7, 2017

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-219368

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration  Statement be accelerated to Thursday,  August 10,
2017, 11:00 a.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                      Very Truly Yours,

                                      /s/ Patricia B. Prichep

                                      Patricia B. Prichep,
                                      Senior Vice President of Operations

</TEXT>
</DOCUMENT>

July 26, 2017
Geert Kersten
Chief Executive, Financial and Accounting Officer
CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182
CEL-SCI Corporation
Registration Statement on Form S-1
Filed July 20, 2017
File No. 333-219368Re:
Dear Mr. Kersten:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Irene Paik at (202) 551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William Hart - Hart & Hart, LLC

April 19, 2017
Geert Kersten
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd.
Suite 802
Vienna, Virginia 22182
Cel-Sci Corporation
Preliminary Proxy Statement on Schedule 14A
Filed March 17, 2017
File No. 001-11889Re:
Dear Mr. Kersten:
        We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                  April 5, 2015

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

      Re:   CEL-SCI Corporation
            Preliminary Proxy Statement on Schedule 14A
            Amendment No. 1
            Filed on April 4, 2017
            File No. 001-11889

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 1
to the Company's Preliminary Proxy Statement has been filed with the Commission.
The amended proxy statement indicates that no shareholders will be eliminated as
a result of the reverse stock split.

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

                                       Very Truly Yours,

                                       HART & HART, LLC

                                       /s/ William T. Hart

                                    By
                                           William T.  Hart

</TEXT>
</DOCUMENT>

April 3, 2017
Geert  Kersten
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd.
Suite 802
Vienna, Virginia 22182
Cel-Sci Corporation
Preliminary Proxy Statement on Schedule 14A
Filed on March 17, 2017
File No. 001-11889Re:
Dear Mr. Kersten:
        We have limited our review of your preliminary proxy statement to the issues we have
addressed in our comments.  Please respond to this letter by revising the proxy statement and
providing the requested information.  If you do not believe our comments apply to your facts and
circumstances, please tell us why in your response.
        After reviewing your response to these comments, we may have additional comments.
PRE 14A filed March 17, 2017
Proposal to Give the Board of Directors the Authorization to Reverse Split..., page 25
Your disclosure on page 27 that fractional shares will be rounded up to the nearest whole
share appears inconsistent with your disclosure that a ratio of 1-for-25 would eliminate
558 shareholders of record causing the company to have 260 holders of record.  Please
revise to clarify why shareholders would be eliminated if you are rounding up.  If
fractional shares will be cashed out, please expand your disclosure to provide the terms of
the cash out.1.
Given your disclosure that a ratio of 1-for-25 would eliminate 558 shareholders of record
causing the company to have 260 holders of record, it appears that the reverse stock split
may have a reasonable likelihood of cashing out a sufficient number of record holders to
produce one or both effects reflected in Rule 13e-3(a)(3)(ii)(A) and (B).  Accordingly,
please provide your analysis as to whether the contemplated reverse stock split, cashing
out of fractional shares and the potential reduction in the number of record holders may2.

Geert  Kersten
Cel-Sci Corporation
2 PageApril 3, 2017
constitute a going private transaction pursuant to Rule 13e-3.  If so, please comply with
the requirements set forth in paragraphs (d), (e), and (f) of Rule 13e-3.  Alternatively,
please advise us why the potential split ratio chosen would not be reasonably likely to
produce either of the referenced effects.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
        You may contact Johnny Gharib at (202) 551-3170 or Joseph McCann at (202) 551-
6262 if you have any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                October 28, 2015

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

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-205444

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above captioned  Registration Statement be accelerated to October 30, 2015, 4:30
P.M. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    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.

                                     Very Truly Yours,

                                     /s/ Geert Kersten
                                     --------------------------------------
                                     Geert Kersten, Chief Executive Officer
</TEXT>
</DOCUMENT>

July 23, 2015

Via E -mail
Geert Kersten
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182

Re: Cel-Sci Corporation
 Form 10 -K for Fiscal Year Ended September 30, 2014
Filed December 23, 2014
File No. 001 -11889

Dear Mr. Kersten:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We u rge 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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedl er
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                      (303) 839-0061                Fax: (303) 839-5414

                                  July 21, 2015

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

      Re:   CEL-SCI Corporation

     This office  represents  CEL-SCI  Corporation (the  "Company").  The second
amendment to the Company's 10-K report for the year ended September 30, 2014 has
been  filed with the  Commission.  This  letter is in  response  to the  comment
received from the staff on May 6, 2015.

     The Company's various Incentive Stock Option,  Non-Qualified  Stock Option,
Stock Bonus and Stock  Compensation Plans are the same, except for the number of
shares authorized for issuance under the plans,  which in some cases varies from
year to year.  However,  insofar as Item 601(4) of  Regulation  S-K is concerned
(Instruments  defining the rights of security holders,) the respective plans are
identical to each other,  i.e.,  each  Incentive  Stock Option Plan has the same
terms and  provisions as the other  Incentive  Stock Option plans.  As a result,
only the most recent plans filed as exhibits to S-8 registration statements have
been incorporated by reference.

     Exhibit 4 (f) - the 2014  Incentive  Stock  Bonus Plan has been filed as an
exhibit to Amendment No. 2 to the Company's 10-K report.

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

                                          Very truly yours,

                                          HART & HART, LLC

                                          /s/ William T. Hart
                                    By
                                          William T.  Hart
</TEXT>
</DOCUMENT>

July 8 , 2015

Via E -mail
Geert Kersten
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd #802
Vienna, Virginia 22182

Re: Cel-Sci Corporation
  Registration Statement on Form S-3
Filed  July 1 , 2015
  File No.  333-205444

Dear Mr. Kersten :

We have limited our review of your registration statement to the resolution of your
pending confidential treatment request  and an outstanding comment on your Form 10 -K for the
fiscal year ended September 30, 2014 .  Please be advised that we will not be in a position to
declare your registration statement effective until all outstanding comments, if any, on your
request s for confidential treatment and the outstanding comment on your Form 10 -K have been
cleared.

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 Securit ies 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 responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , 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;
 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 effecti veness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Geert Kersten
Cel-Sci Corporation
July 8 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accelerat ion 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 co ntact J ohnny Ghari b at (202) 551 -3170 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 William T. Hart , Esq.
 Hart & Trinen

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                      (303) 839-0061                Fax: (303) 839-5414

                                  June 8, 2015

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

      Re:   CEL-SCI Corporation

     This office represents CEL-SCI Corporation (the "Company").  This letter is
in response to the comment received from the staff on May 6, 2015.

     In connection  with the  Company's  10-K/A report filed on April 7, 2015 we
have reviewed the Company's:

     o    Incentive Stock Option Plans;

     o    Non-Qualified Stock Option Plans;

     o    Stock Bonus Plans;

     o    the Stock Compensation Plan; and

     o    the 2014 Incentive Stock Bonus Plan

     incorporated  by reference to various  registration  statements on Form S-8
filed by the Company and found the  references  to be correct with the following
exceptions:

     o    Exhibit 4 (b) - the description of this exhibit should be corrected to
          read "Incentive Stock Bonus Plans" since the Company has more than one
          Incentive Stock Bonus Plan.

     o    Exhibit 4 (e) - the reference to registration statement No. 333-117088
          should be deleted since the Stock  Compensation  Plan was not filed as
          an exhibit to this registration statement.

     o    Exhibit 4 (f) - the reference to registration statement No. 333-198244
          is  correct  since the 2014  Incentive  Stock  Bonus Plan was filed as
          Exhibit  4(c) to this  registration  statement.  However,  the "Filing
          Detail" page for this registration  statement on the Edgar system does
          not show an Exhibit 4 (c).

                                       1
<PAGE>

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

                                        Very truly yours,

                                        HART & HART, LLC

                                        /s/ William T. Hart
                                    By
                                        William T.  Hart
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                  June 5, 2015

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

      Re:   CEL-SCI Corporation
            Form 10-K for Fiscal Year Ended September 30, 2014
            Filed December 23, 2014
            File No. 001-11889

     This  office  represents  CEL-SCI  Corporation  (the  "Company").  We  have
circulated  to the Company a draft  response to the  comment  received  from the
staff on May 6, 2015. We expect to file the response letter on June 8, 2015.

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

                                            Very Truly Yours,

                                            HART & HART, LLC

                                            /s/ William T. Hart
                                         By
                                            William T.  Hart
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                  harttrinen@aol.com
Will Hart                                                        (303) 839-0061
Fax: (303) 839-5414

                                  May 27, 2015

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

      Re:   CEL-SCI Corporation
            Form 10-K for Fiscal Year Ended September 30, 2014
            Filed December 23, 2014
            File No. 001-11889

      This office represents CEL-SCI Corporation (the "Company"). The Company
will respond to the comment received from the staff on May 6, 2015 by June 5,
2015.

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

                                Very Truly Yours,

                                HART & HART, LLC

                                /s/ William T. Hart

                                By
                                   William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                 April 20, 2015

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

      Re:   CEL-SCI Corporation
            Form 10-K for Fiscal Year Ended September 30, 2014
            Filed December 23, 2014
            File No. 001-11889

     This office  represents  CEL-SCI  Corporation (the "Company").  This letter
provides the  Company's  responses to the  comments  received  from the staff by
letter dated March 27, 2015.  The  paragraph  numbers in this letter  correspond
with the numbered  paragraphs in the staff's comment  letter.  The numbers under
the "Page No." column  refer to the pages in the  Company's  amended 10-K report
where the Company's response to the particular comment can be found.

                                                                        Page No.

     1.   Comment complied with. We believe the Company's  disclosure
          regarding its patents  complies with Item 101(c) (iv) of
          Regulation  S-K and is consistent with that of other issuers
          in the biotech industry.                                       7

     2.   Comment complied with.                                         5

     3.   Comment complied with.                                         6, 23

     4.   Comment complied with.                                         18, 19

     5.   Comment complied with.                                         19

     6.   Comment complied with.                                         20

<PAGE>

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

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                            By
                               William T.  Hart
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                 April 10, 2015

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

      Re:   CEL-SCI Corporation
            Form 10-K for Fiscal Year Ended September 30, 2014
            Filed December 23, 2014
            File No. 001-11889

     This office  represents  CEL-SCI  Corporation (the "Company").  The Company
plans to respond to the staff's letter dated March 27, 2015 by April 24, 2015.

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

                                    Very Truly Yours,

                                    HART & HART, LLC

                                    /s/ William T. Hart

                                 By
                                    William T.  Hart
</TEXT>
</DOCUMENT>

March 27, 2015

Via E -mail
Geert Kersten
Chief Executive Officer
Cel-Sci Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182

Re: Cel-Sci Corporation
 Form 10-K for Fiscal Year Ended September 30, 2014
Filed December 23, 2014
File No. 001 -11889

Dear Mr. Kersten :

We have reviewed your filing an d have the following comments.  Please respond to these
comments  within ten busine ss days by providing the requested information or advis e us as soon
as possible when you will respond.  If you do not believe our comments apply to your facts and
circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Business

1. In an appropriately titled subsection, please expand your disclosure in your Business
section to include a discussion of your material patents and patent applications, including
the following:

 Specific products, product groups and technologies to which such patents or
patent applications relate;
 Whether the patents or patent applications are owned or licensed from third
parties (please identify the relevant party if they are licensed);
 Type of patent protection such as composition of matter, use or process;
 Patent expiration dates and expected expiration dates for pending patent
applications;
 Identification of applicable jurisdictions where patents are issued or where patent
applications are pending;
 Contested proceedings and/or third -party claims over any of your patents or
patent applications.

Geert Kersten
Cel-Sci Corporation
March 27, 2015
Page 2

 2. We note your brief discussion of your agreements with Teva Pharmaceutical Industries
Ltd., Orient Europharma of Taiwan and Byron Biopharma LLC regarding exclusive
licenses to market and distribute Multikine and that yo u have filed these agreements as
exhibits pursuant to Item 601(b)(10) of Regulation S -K.  Please expand your disclosure
regarding each of these agreements to provide the material terms of the agreements,
including all of the parties’ rights and obligations , the duration of the agreements,
termination provisions and any payment provisions or profit or revenue sharing
provisions.

3. We note that you entered into three co -development agreements with Ergomed, one in
April 2013 and two in October 2013 .  Please expa nd your disclosure to provide the
material terms of the agreements, including the duration of the agreements and
termination provisions, and any payment provisions for the two October 2013 agreements
in addition to the $3 million that Ergomed is contributi ng in clinical and regulatory costs
under each agreement.  Also, please file each of the agreements as exhibits pursuant to
Item 601(b)(10) of Regulation S -K.

Risk Factors, page 10

4. We note that on February 18, 2015 you adopted new bylaws which include a fee shifting
provision for shareholder claims in Article X whereby in the event that any shareholder
initiates or asserts a claim against you, or any of your officers or directors, including any
derivative claim or claim purportedly filed on your behalf, a nd the shareholder does not
obtain a judgment on the merits that substantially achieves, in substance and amount, the
full remedy sought, then such shareholder shall be obligated to reimburse you and any of
your officers or directors for all fees, costs an d expenses of every kind and description
that you or your officers or directors may incur in connection with such claim .  Please
provide proposed risk factor disclosure to be inclu ded in your next periodic report under a
separate heading disclosing that yo u have amended your bylaws to include a fee -
reimbursement provision.  Your risk  factor disclosure should include the following
information  with respect to the scope  of the provision :

 The types of actions subject to rei mbursement;
 The level of recovery required by the plaintiff to avoid payment (e.g., define “a
judgment on the merits” and “substantially achieves, in both substance and
amount”); and
 Who is subject to the provision (e.g., former and current shareholders, l egal
counsel, expert witnesses);
 Who would be allowed to recover (e.g. company, directors, officers, affiliates);
and
 Whether the bylaw is intended to apply to potential federal securities law claims.

Your risk factor disclosure should also note the risk that this provision could possibly
discourage shareholder lawsuits that might benefit the company or its shareholders.

Geert Kersten
Cel-Sci Corporation
March 27, 2015
Page 3

5. We also note that Article X of your amended bylaws provides that shareholder claims
must be brought in the U.S. District Court for the district of Delaware and that with
respect to any such claim, th e laws of Delaware will apply.  Please provide proposed risk
factor disclosure to be included in your next periodic report under a separate heading
disclosing that you have amended your by laws to include an exclusive forum provision.
Please also highlight that such provisions may limit a shareholder’s ability to bring a
claim in a judicial forum that it finds favorable for disputes with directors, officers or
other employees, and may disco urage lawsuits with respect to such claims.

Executive Compensation
Stock Option, Bonus and Compensation Plans, page 46

6. We note that you have an Incentive Stock Option Plan, a Non -Qualified Stock Option
Plan, a Stock Bonus Plan, a Stock Compensation Pla n and an Incentive Stock Bonus
Plan.  Please file these plans as exhibits.

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 Exchange  Act of
1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the Uni ted States.

You may contact Johnny Gharib  at (202) 551 -3170, Bryan Pitko at (202) 551 -3203  or me
at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 2, 2014

Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-196243

     CEL-SCI Corporation (the "Company") requests that the effective date of the
above  captioned  Registration  Statement be accelerated to July 8, 2014,  11:00
A.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                      Very Truly Yours,

                                      /s/ Geert Kersten

                                      Geert Kersten, Chief Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.                ________                harttrinen@aol.com
Will Hart                         (303) 839-0061            Fax: (303) 839-5414

                                  June 20, 2014

Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Registration Statement on Form S-3 Amendment No. 1
            File No. 333-196243

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 1
to the  Company's  Registration  Statement  on Form S-3 has been  filed with the
Commission.  This  letter  provides  the  Company's  responses  to the  comments
received from the staff by letter dated June 4, 2014.  The paragraph  numbers in
this letter  correspond  with the  numbered  paragraphs  in the staff's  comment
letter.  The number under the "page number" column  indicates the page number in
the Registration Statement where the response to the comment can be found.

                                                                     Page Number

  1.   The analysis of shares held by  non-affiliates  is attached.
       Please  note  that  the  share  ownership  of the  Company's
       officers  and  directors,  as  shown in the  Company's  most
       recent  annual  report  on Form  10-K and  proxy  statement,
       includes  shares  issuable  upon the exercise of options and
       warrants.  On April 2, 2014 the Company's  stock traded at a
       high of $1.72 per share and closed at $1.68.

  2.   The   amended   registration   statement   has  removed  all
       references to promissory notes.                                   2, 3,
                                                                        13 & 30

  3.   Comment complied with.                                         Exhibit 5

  4.   A revised  legal  opinion  has been filed  with the  amended
       registration  statement.  Since the  Company  is a  Colorado
       corporation,  any  securities  issued by the Company must be
       issued in accordance with the Colorado Business  Corporation
       Act. Exhibit 5

  5.   Comment complied with.                                         Exhibit 5

<PAGE>

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

                                          Very Truly Yours,

                                          HART & HART, LLC

                                          /s/ William T. Hart

                                          By
                                             William T.  Hart

<PAGE>

Outstanding shares on May 23, 2014                   65,936,621

Officers and Directors                              Shares Owned
----------------------                              ------------

G. Kersten                                             734,226

M. de Clara                                             25,123

P. Prichep                                             105,925

E. Talor                                                59,442

D. Zimmerman                                            52,886

J. Cipriano                                                  -

A. Esterhazy                                            23,316

R. Kinsolving                                           30,225

P. Young                                                29,776
                                                     ---------
                                                     1,060,919

Total Shares Outstanding Less Affiliates            64,875,702
                                                    ==========

Share Price on April 2, 2014                       $      1.72
                                                   -----------

Public Float on April 2, 2014                     $111,586,207
                                                  ============
</TEXT>
</DOCUMENT>

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

March 4 , 2013

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

Re: CEL -SCI Corporation
  Preliminary Proxy Statement on Schedule 14A
Filed January 25, 2013
  File No.  001-11889

Dear Mr. Kersten:

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or 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
federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 William T. Hart, Esq.
 Hart & Trinen
 1624 Washington Street
 Denver, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                   Fax: (303) 839-5414
                                 (303) 839-0061

                                February 28, 2013

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

      Re:   CEL-SCI Corporation
            Preliminary Proxy Statement
            File No. 001-11889

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 3
to the Company's Preliminary Proxy Statement has been filed with the Commission.
The  section of the Proxy  Statement  pertaining  to the  Amended  and  Restated
Articles of  Incorporation  has been modified in response to the staff's  letter
dated February 27, 2013.

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

                                            Very Truly Yours,

                                            HART & HART, LLC

                                           /s/ William T. Hart

                                        By
                                           William T.  Hart

</TEXT>
</DOCUMENT>

February 27 , 2013

Via E -mail
Geert Kersten
Chie f Executive Officer
CEL -SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182

Re: CEL -SCI Corporation
  Amendment No. 2  to Preliminary Proxy Statement on Schedule 14A
Filed February 26, 2013
  File No.  001-11889

Dear Mr. Kersten :

We have reviewed Amendment N o. 2 to your preliminary proxy statement and have the
following comment.  Please respond to this letter by revising the proxy statement .  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 your revis ed disclosure in response to our prior comment 1.  The text of y our
revised p roposal to approve adoption of the company ’s amended and rest ated articles of
incorporation  indicates that you are removing certain  provisions that are unnecessary,
outdated or in conflict with Colorado ’s Business Corporation Act.  In particular, you
state that you wish to delete  the following provisions from your existing article s because
the Business Corporation Act  adequately  covers the subject matter :

 Article VII  – Share Transfer Restrictions;
 Article X – Indemnification;
 Article XI – Transactions with Interested Directors ; and
 Article XII – Voting of Shareholders

Please revise your disclosure on pages 30 -31 to provide  your shareholders with an
explanation of what each of these provisions states in the existing  article of  incorporation
and how that differs from what is contained in the relevant sections of the Business
Corporation Act .

Geert Kersten
CEL -SCI Corporation
February 27 , 2013
Page 2

 You may contac t Johnny Gharib at (202) 551 -3170 , Daniel Greenspan at (202) 551 -3623  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 William T. Hart, Esq.
 Hart & Trinen
 1624 Washington Street
 Denver, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203

William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                    Fax: (303) 839-5414
                                 (303) 839-0061
Fax: (303) 839-5414

                                February 27, 2013

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

      Re:   CEL-SCI Corporation
            Preliminary Proxy Statement
            File No. 001-11889

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 2
to the Company's Preliminary Proxy Statement has been filed with the Commission.
The  section of the Proxy  Statement  pertaining  to the  Amended  and  Restated
Articles of  Incorporation  has been modified in response to the staff's  letter
dated February 25, 2013.

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

                                        Very Truly Yours,

                                        HART & HART, LLC

                                        /s/ William T. Hart

                                    By
                                        William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                February 26, 2013

Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-186103

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to February 28, 2013,
4:30 P.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the  Company  may not assert 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.

                                      Very Truly Yours,

                                      CEL-SCI CORPORATION

                                     /s/ Patricia B. Prichep

                                     Patricia B. Prichep, Senior Vice President
                                        of Operations

</TEXT>
</DOCUMENT>

February 25 , 2013

Via E -mail
Geert Kersten
Chie f Executive Officer
CEL -SCI Corporation
8229 Boone Blvd. #802
Vienna, Virginia 22182

Re: CEL -SCI Corporation
  Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed February 15 , 2013
  File No.  001-11889

Dear Mr. Kersten :

We have limited our review of Amendment N o. 1 to your  proxy statement to th e issue  we
have addressed in our comment .  Please respond to this letter by revising the proxy
statement .  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 you are seeking approval to amend your Articles of Incorporation
because they contain many obsolete and unnecessary provisions.  Please revise your
disclosure to desc ribe the specific changes to your  Artic les of Incorporation.

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 Exchange Act of
1934 and all applicable Exchange 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.

In responding to our comment, please provide  a writt en statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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

Geert Kersten
CEL -SCI Corporation
February 25 , 2013
Page 2

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contac t Johnny Gharib at (202) 551-3170 , Daniel Greenspan at (202) 551 -3623
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 William T. Hart, Esq.
 Hart & Trinen
 1624 Washington Street
 Denver, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                      (303) 839-0061                Fax: (303) 839-5414

                                February 22, 2013

Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:   CEL-SCI Corporation
               Registration Statement on Form S-3, Amendment No. 2
               File No. 333-186103

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 2
to the  Company's  Registration  Statement  on Form S-3 has been  filed with the
Commission.  The legal opinion filed as Exhibit 5 to the registration  statement
has been amended in response to the staff's letter dated February 20, 2013.

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

                                             Very Truly Yours,

                                             HART & HART, LLC

                                             /s/ William T. Hart

                                             By
                                                  William T. Hart

</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________
Will Hart                                              acsimile:  (303) 839-5414
                                 (303) 839-0061

                                February 7, 2013

Amy Reischauer
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Registration Statement on Form S-3
            File No. 333-186103

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 1
to the  Company's  registration  statement  on Form S-3 has been  filed with the
Commission.  This  letter  provides  the  Company's  responses  to the  comments
received from the staff by letter dated January 30, 2013. The paragraph  numbers
in this letter  correspond  with the numbered  paragraphs in the staff's comment
letter.  The number under the "page number" column  indicates the page number in
the Registration Statement where the response to the comment can be found.

                                                                     Page Number

1.      The registration statement has been revised such that
        notes or other forms of debt are not being registered.      2, 3, 12, 27

2.      Comment complied with.                                         Exhibit 5

3.      Comment complied with.                                         Exhibit 5

4.      Comment complied with.                                         Exhibit 5

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

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart
                               By
                                  William T.  Hart

</TEXT>
</DOCUMENT>

January 30, 2013

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  January 18, 2013
  File No.  333-186103

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.

Item 16, Exhibits

1. 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 .

Exhibit 5.1

2. We note that the legal opinion states that counsel has examined the registrant’s articles of
incorporation, bylaws, and minutes of the board of directors, applicable Colorado law,
and a copy of the registration statement.  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 other documents it has deemed necessary to render its opinion .

Geert Kersten
CEL -SCI Corporation
January 30, 2013
Page 2

 3. We note that the legal opinion is limited to the “shares of stock ” issuable under the
registrati on 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, a nd
warrants being registered will be, when issued, binding obligations of the registrant  under
the law of the jurisdiction governing each security.   Please refer to Sections II.B.1(e) and
(f) of Staff Legal Bulletin No. 19 for guidance .

4. We note that the l egal 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 of 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 will 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 filing to be certain that the filing inc ludes 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 responsible 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;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 acceler ation 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

Geert Kersten
CEL -SCI Corporation
January 30, 2013
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Amy Reisch auer 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. Hart
Hart & Trinan, LLP
1624 Washington Street
Denver, CO 80203

March 1, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 22182
                                 (703) 506-9460

                                February 29, 2012

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

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

     In  reference  to the  Company's  amended  proxy  statement  filed with the
Commission  on  February  28,  2012,   Cel-Sci   Corporation   (the   "Company")
acknowledges the following:

     o    the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filing;

     o    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

     o    the  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

                                        Sincerely,

                                        /s/ Patricia B. Prichep
                                        --------------------------------
                                        Patricia B. Prichep, Senior Vice
                                        President of Operations
<PAGE>
</TEXT>
</DOCUMENT>

<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>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                November 10, 2009

Securities and Exchange Commission
Mail Stop 4720
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-161504

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to November 12, 2009,
11:00 a.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the Company may not assert  Staff's  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.

                                     Very Truly Yours,

                                     /s/ Geert R. Kersten
                                     -----------------------------------------
                                     Geert R. Kersten, Chief Executive Officer

</TEXT>
</DOCUMENT>

Mail Stop 4720          November 2, 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
  Amendment No. 2 to Registrati on Statement on Form S-3/A
  Filed October 19, 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.

Amendment No. 2 to Registration Statement on Form S-3/A

Risk Factors

“Claims by the former holders of CEL-SCI’s Series K notes may potentially . . .”, page
17

1. We note your response to Comment 1 and reissue the Comment in part.  Please
expand this risk factor to discuss and quantify the reduced proceeds from the sale
of Series K notes and warrants, if the Iri quois issue is not resolved in your favor
and the warrants are exercised.

Mr. Geert Kersten
Cel-Sci Corporation
November 2, 2009 Page 2
* * * * *

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 pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, 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 pr oceeding 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.

Mr. Geert Kersten
Cel-Sci Corporation November 2, 2009 Page 3
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

<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

                                November 2, 2009

Rose Zukin
Mailstop 4720
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Registration Statement on Form S-3
            File No. 333-161504

     This letter provides the Company's  responses to the comment  received from
the staff by letter dated  November 2, 2009. The  "anti-dilution"  provisions of
the Series K warrants provide that if the warrant exercise price decreases,  the
number  of  shares  issuable  upon  the  exercise  of  the  warrants  increases.
Consequently,  if the  warrant  exercise  price was  reset to $0.20,  and if all
remaining  Series K warrants  were  exercised,  the proceeds to CEL-SCI from the
exercise of warrants  would be the same,  although  CEL-SCI would be required to
issue more shares.

     The second  bullet  point of the Risk  Factor  which is the  subject of the
staff's  comment states that if the warrant  exercise price decreases the number
of shares issuable upon the exercise of the warrants will increase.

                                          Very Truly Yours,

                                          HART & TRINEN, L.L.P.

                                          By:    /s/ William T. Hart

                                                 William T. Hart

WTH:ap

</TEXT>
</DOCUMENT>

<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

                                October 19, 2009

Rose Zukin
Mailstop 4720
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Registration Statement on Form S-3
            File No. 333-161504

     This office represents Cel-Sci Corporation (the "Company"). Amendment No. 2
to the  Company's  Registration  Statement  on Form S-3 has been  filed with the
Commission.  This  letter  provides  the  Company's  responses  to the  comments
received from the Staff by letter dated October 7, 2009.  The paragraph  numbers
in this letter  correspond  with the numbered  paragraphs in the Staff's comment
letter.  The number under the "Page Number" column  indicates the page number in
the S-3 Registration Statement where the response to the comment can be found.

                                                                        Page #
                                                                        ------

     1.   Comment complied with.                                        17, 18

     2.   Comment complied with.                                            17

                                          Very Truly Yours,

                                          HART & TRINEN, L.L.P.

                                          By:  /s/ William T. Hart

                                               William T. Hart

WTH:tg

</TEXT>
</DOCUMENT>

Mail Stop 4720          October 7, 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
  Amendment No. 1 to Registrati on Statement on Form S-3/A
  Filed September 25, 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.

Amendment No. 1 to Form S-3/A

Risk Factors

1. Please include a risk factor discussion di sclosing the consequences if the Iriquois
issue is not resolved in your favor.  Your  disclosure should be quantified as to the
number of additional shares issuable to Iriquois and all other holders of Series K
warrants, potential penalties and the reduced proceeds if the warrants are
exercised.

Mr. Geert Kersten
Cel-Sci Corporation October 7, 2009 Page 2
“Shares issuable upon the conve rsion of notes, or the exer cise of outstanding warrants
and options, or as a result of sales made in  connection with the e quity line of credit may
substantially increase the numb er of shares available for sa le in the public market and
may depress the price of Cel-Sci’s common stock,” page 16

2. Please expand the paragraph added on page 17 to state that the shares issued
pursuant to the equity line agreement w ill be issued at a 9% discount to the
market price at the time of the put an d that the discount may result in an
additional decrease in the market price.  Additionally, specifically disclose that
the number of shares issuable pursuant to the agreement will increase if the market price decreases.

* * * * *

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;
 ‚ 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.

Mr. Geert Kersten
Cel-Sci Corporation October 7, 2009 Page 3
 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

<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

                               September 28, 2009

Rose Zukin
Mailstop 4720
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Registration Statement on Form S-3
            File No. 333-161504

      This office represents Cel-Sci Corporation (the "Company"). The Company's
amended Registration Statement on Form S-3/A has been filed with the Commission.
This letter provides the Company's responses to the comments received from the
Staff by letter dated September 15, 2009. The paragraph numbers in this letter
correspond with the numbered paragraphs in the Staff's comment letter. The
number under the "Page Number" column indicates the page number in the S-3/A
Registration Statement where the response to the comment can be found.

                                                                         Page #

1.  Shares outstanding as of August 24, 2009, the date
    the registration statement was filed:                  161,143,498

    Shares owned by affiliates as of August 24, 2009:       (6,528,225)
                                                           -----------

    Shares owned by non-affiliates as of August 24, 2009:  154,615,273

    Closing price of Company's common stock on
    August 3, 2009;                                       $       0.56
                                                          ------------
                                                          $ 86,584,552

2.  Comment complied with.                                        3, 24, 25, 26

3.  Comment complied with. However, Ascendiant has
    advised the Company that it will not short the
    Company's common stock during any pricing period.                    11, 17

4.  Section 8.7 of the Equity Line Agreement is
    governed by section 8.6 of the Agreement. Pursuant
    to Section 8.6, neither party may assign any rights
    or obligations under the agreement other than as a

<PAGE>

                                                                         Page #

    result of a merger.  The Company understands that if
    Ascendiant is  acquired in a merger the Company may
    not use the equity line.                                               24

                                          Very Truly Yours,

                                          HART & TRINEN, L.L.P.

                                          By: /s/ William T. Hart

                                              William T. Hart

WTH:tg

</TEXT>
</DOCUMENT>

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

Mail Stop 0610     July 27, 2009

 Mr. Geert R. Kersten Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182  Re: Cel-Sci Corporation  Preliminary proxy statement filed July 17, 2009   File No. 001-11889  Dear Mr. Kersten:
We have completed our review of your preliminary proxy statement and related
filings and have no further comments at this time.
Sincerely,

Jeffrey Riedler Assistant Director
            cc: William T. Hart, Esquire       Hart & Trinen       1624 Washington Street       Denver, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 24, 2009

John L.Krug
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Preliminary Proxy Statement
            File No. 01-11889

      In connection with the response of CEL-SCI Corporation to the Staff's
comments to the Company's preliminary proxy statement.

      The Company understands that:

          o    the Company is  responsible  for the adequacy and accuracy of the
               disclosure in the filing;

          o    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

          o    the  Company  may not assert  staff  comments as a defense in any
               proceeding  initiated by the  Commission  or any person under the
               federal securities laws of the United States.

                                    Very Truly Yours,

                                     /s/ Geert R. Kersten

                                     Geert R. Kersten, Chief Executive Officer

</TEXT>
</DOCUMENT>

<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

                                  July 24, 2009

John L. Krug
Securities and Exchange Commission
Mail Stop 0610
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Preliminary proxy statement filed July 17, 2009

     This office represents CEL-SCI Corporation. The following is the Company's
response to the comment received from the Staff by letter dated July 23, 2009.

     On December 30, 2008, CEL-SCI entered into an equity line of credit
agreement with Ascendiant Capital Group, LLC.

     Under the equity line of credit agreement, Ascendiant agreed to provide
CEL-SCI with up to $5,000,000 of funding prior to January 6, 2011. During this
period, CEL-SCI can request a drawdown under the equity line of credit by
selling shares of its common stock to Ascendiant and Ascendiant is be obligated
to purchase the shares.

     CEL-SCI can request a drawdown by faxing a drawdown notice to Ascendiant,
stating the amount of the drawdown. The purchase price per share of common stock
to be sold to Ascendiant will be based on the daily volume weighted average
price of CEL-SCI's common stock during each of the ten trading days immediately
following the drawdown date, less a discount of 9%.

     NYSE Amex-listed companies may not issue more than 20% of their shares at
below market price in a single transaction (or series of related transactions)
without shareholder approval.

     When the Company applied to Amex to list the shares which could be issued
in connection with the equity line, Amex recommended that the Company have the
equity line approved by the Company's shareholders in the event that the Amex
determined to integrate shares sold pursuant to the equity line with other
shares which the Company may in the future issue at below market prices.

<PAGE>

      The Company's proxy statement was filed on July 17, 2009. On July 20, 2009
the Amex advised the Company that it would not aggregate the shares issuable
pursuant to the equity line with the Company's other transactions and, as a
result, Amex saw no reason for the Company to have its shareholders approve the
equity line.

      Since there are eight other items to be considered by the Company's
shareholders at the annual meeting, the Company decided to remove the equity
line from the proxy statement as approval of the equity line was no longer
recommended by Amex.

      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.

                                    By   /s/ William T. Hart

                                         William T. Hart

</TEXT>
</DOCUMENT>

Mail Stop 0610     July 23, 2009

 Mr. Geert R. Kersten Chief Executive Officer Cel-Sci Corporation 8229 Boone Blvd., Suite 802 Vienna, Virginia 22182  Re: Cel-Sci Corporation  Preliminary proxy statement filed July 17, 2009   File No. 001-11889  Dear Mr. Kersten:
We have reviewed your filing solely with respect to the pricing mechanism of the
equity line of credit and have the followi ng comments.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.   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.

Approval of the issuance of su ch number of shares of co mmon stock as may be required
by the terms of the equity line of credit.

1. We note the discussion on page 26 that  “the purchase price per share of
common stock will be based on the daily volume weighted average price of
CEL-SCI’s common stock during each of the ten trading days immediately
following the drawdown date, less a discount  of 9%.”  Pleas e reconcile this
statement with the subsequent statement pertaining to the price at which CEL-SCI is willing to sell the shares, i.e.  “the lowest price will be set by CEL-
SCI’s Chief Executive Officer in his sole  and absolute discretion.”  We may
have additional comments.

* * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact John L. Krug at (202) 551-3862, Senior Counsel, or me at (202) 551-3715 if you have any questions.
Sincerely,   Jeffrey Riedler Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  July 8, 2008

Sebastian Gomez Abero
Securities and Exchange Commission
Mail Stop 6010
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-151667

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to July 10, 2008,
11:00 a.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    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.

                                           Very Truly Yours,

                                           /s/ Patricia Prichep

                                           Patricia Prichep
                                           Senior Vice President of Operations

</TEXT>
</DOCUMENT>

<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

                                  July 2, 2008

Sebastian Gomez Abero
Securities and Exchange Commission
Mail Stop 6010
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Form S-3

      This office represents Cel-Sci Corporation (the "Company"). Amendment #1
to the Company's registration statement has been field with the Commission. This
letter provides the Company's responses to the comments received from the Staff
by letter dated June 19, 2008. The paragraph numbers in this letter correspond
with the numbered paragraphs in the Staff's comment letter. The number under the
"Page Number" column indicates the page number in the registration statement
where the response to the comment can be found.

                                                                        Page

1.    The cover page has been revised.                               Cover page

2.    The Company's December 31, 2007 10-Q has been added to the         18
      documents incorporated by reference.

      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 T. Hart
                                          By
                                                William T. Hart

WTH:tg

</TEXT>
</DOCUMENT>

Mail Stop 6010
June 19, 2008
 Geert Kersten CEL-SCI Corporation 8229 Boone Blvd. #802 Vienna, Virginia 22182
Re: CEL-SCI Corporation
  Registration Statement on Form S-3
Filed June 13, 2008
  File No. 333-151667

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 unnecessary.  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.
 Cover Page of Registration Statement on Form S-3

1. The cover page of your Registration St atement on Form S-3 does not disclose
whether the registrant is a large accelerate d filer, accelerated filer, non-accelerated
filer or smaller reporting company.  The Form S-3 was amended effective
February 4, 2008 to require that disclosure.  Please revise the cover page of the
Form S-3 to provide the required disclosure.
 Additional Information, page 18

 2. Please revise the list of documents incor porated by reference into the prospectus
to include the Form 10-Q for the three months ended December 31, 2007.

* * *

Geert Kersten
CEL-SCI Corporation
June 19, 2008 Page 2

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;
 ‚ 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

Geert Kersten
CEL-SCI Corporation June 19, 2008 Page 3

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 Sebastian Gomez Abero at (202) 551-3578 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, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               CEL-SCI CORPORATION
                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                January 24, 2008

Sonia Barros
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Preliminary Proxy Statement
            File No. 001-11889

     This office represents CEL-SCI Corporation (the "Company"). Amendment No. 1
to the Company's proxy statement has been filed with the Commission.

      In response to the staff's letter dated January 18, 2008, the following
paragraph has been added to the section of the proxy statement pertaining to the
proposed reverse split.

      CEL-SCI's Articles of Incorporation provide that CEL-SCI is authorized to
issue 300,000,000 shares of common stock. The reverse split, if adopted, would
not change the number of shares of common stock which CEL-SCI is authorized to
issue. However, a reverse split would reduce the number of CEL-SCI's outstanding
shares, which would enable CEL-SCI to issue more shares that it would be able to
issue if the reverse split was not adopted. CEL-SCI does not have any plans to
issue any additional shares of its common stock, other than shares which it
would be required to issue in connection with outstanding options or warrants,
or shares which have customarily been issued pursuant to CEL-SCI's stock bonus
or compensation plans.

      The Company understands that:

     o    The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the proxy statement;

     o    Staff  comments  or changes to the  disclosure  in  response  to staff
          comments in the filings  reviewed  by the staff do not  foreclose  the
          Commission from taking any action with respect to the proxy statement;
          and

     o    The  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

                                Very Truly Yours,

                                /s/ Patricia B. Prichep
                               ---------------------------------------------
                               Patricia B. Prichep, Senior Vice President of
                                Operations

</TEXT>
</DOCUMENT>

Mail Stop 6010        January 18, 2008  Geert R. Kersten, Esq. Chief Executive Officer and Treasurer CEL-SCI Corporation 8229 Boone Blvd. Suite 802 Vienna, Virginia 22l82
Re: CEL-SCI Corporation
  Preliminary Proxy Statement on Schedule 14A
Filed January 11, 2008
  File No. 1-11889

Dear Mr. Kersten:

This is to advise you that we have limited our review of the above proxy statement to the
issues identified below.  We will make no further review of this filing.
1. Please disclose whether you currently have, or do not have, any plans to issue any of the shares that would be newly authorized as a result of the approval of the reverse stock split.  If you do have any plans, please briefly describe the plans and state how many shares will be issued pursuant to each such plan.

* * *
  As appropriate, please revise your proxy statement in response to these comments.  You may wish to provide us with marked copies of the revised document to expedite our review.  Please furnish a response letter that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors 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 R. Kersten, Esq.
CEL-SCI Corporation January 18, 2008 Page 2    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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 federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Sonia Barros at (202) 551-3655 with any questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               CEL-SCI CORPORATION

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 August 1, 2007

John Krug
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-3
            File No. 333-144522

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to Friday, August 3,
2007, 11:00 a.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                Very Truly Yours,

                                /s/ Patricia Prichep
                                -------------------------------
                                Patricia Prichep, Senior Vice President
                                of Operations

</TEXT>
</DOCUMENT>

<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.                                 Facsimile: (303) 839-5414
                                                                 (303) 839-0061

                                  July 30, 2007

John L. Krug
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Registration Statement on Form S-3
            File No. 333-144522

      This office represents CEL-SCI Corporation (the "Company"). Amendment #1
to the Company's registration statement has been filed with the Commission. In
response to the comment received from the Staff by letter dated July 17, 2007,
the signature page has been amended to indicate that Geert Kersten has signed
the registration statement as the Company's principal accounting officer.

      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 T. Hart

                                           William T. Hart

WTH:tg

</TEXT>
</DOCUMENT>

Mail Stop 6010
July 17, 2007

Geert Kersten, Chief Executive Officer
Cel-Sci Corporation
8229 Boone Boulevard, #802
Vienna, Virginia 22182

Re: Cel-Sci Corporation
  Registration Statement on Form S-3
Filed July 12, 2007
  File No. 333-144522

Dear Mr. Kersten:

We have limited our review of your filing to those issues we have addressed in
our comments pertaining to signatures.  Where indicated, we think you should revise
your document in response to these comments.   If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
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.

Signatures
1. The registration statement should also be si gned by the registrant’s controller or
principal accounting officer .  Any person who occupies  more than one of the
specified positions required to sign the registration statement should indicate each
capacity in which the registra tion statement is signed.  S ee instructions 1 and 2 to
Signatures to Form S-3.

Mr. Geert Kersten
Cel-Sci Corporation
July 17, 2007
Page 2
*  *  *  *  *

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;

‚ 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 advise d that the Division of Enfo rcement has access to all

Mr. Geert Kersten
Cel-Sci Corporation
July 17, 2007
Page 3

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.

If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.

     S i n c e r e l y ,

     J e f f r e y  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, Colorado 80203

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 5, 2007   Mr. Geert Kersten Chief Financial Officer CEL-SCI Corporation 8229 Boone Blvd., Suite 802 Vienna, VA 22182
Re: CEL-SCI Corporation
Form 10-K for the Fiscal Year Ended September 30, 2006 Filed December 21, 2006
 File No. 001-11889

Dear Mr. Kersten,

We have completed our review of your Form 10-K and have no further comments
at this time.

      Sincerely,
     Joel N. Parker Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               CEL-SCI CORPORATION

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                  May 22, 2007

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form S-1
            SEC File No. 333-142565

      CEL-SCI Corporation (the "Company") requests that the effective date of
the above captioned Registration Statement be accelerated to May 24, 2007, 1.00
p.m. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the Company  may not assert this action as defense in any  proceedings
          initiated by the Commission or any person under the federal securities
          laws of the United States.

                                Very Truly Yours,

                                /s/ Patricia Prichep
                                ---------------------------------------------
                                Patricia Prichep, Senior Vice President of
                                Operations

</TEXT>
</DOCUMENT>

<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

                                  May 21, 2007

John L. Krug
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Registration Statement on Form S-1
            File No. 333-142565

      This office represents CEL-SCI Corporation (the "Company"). Amendment #1
to the Company's registration statement has been filed with the Commission. In
response to the comment received from the Staff by letter dated March 18, 2007,
Item 15 has been amended to disclose the exemption claimed by the Company for
the shares sold without registration.

      The amended registration statement also includes the Company's March 31,
2007 financial statements.

      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 T. Hart
                                           William T. Hart

WTH:ap

</TEXT>
</DOCUMENT>

Mail Stop 6010
May 8, 2007

Mr. Geert Kersten
Chief Executive Officer and Principal Accounting Officer
Cel-Sci Corporation
8229 Boone Boulevard, #802
McLean, Virginia 22182

Re: Cel-Sci Corporation
  Registration Statement on Form S-1
Filed May 2, 2007
  File No. 333-142565

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.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
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.

Part II
Item 15.  Recent sales of unregistered securities

Please provide the information requested by It em 701 of Regulation S- K.  See Item 15 of
Form S-1.

*  *  *  *  *

Mr. Geert Kersten
Cel-Sci Corporation
May 8, 2007
Page 2

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;

‚ 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.

Mr. Geert Kersten
Cel-Sci Corporation
May 8, 2007
Page 3
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.

If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.

     S i n c e r e l y ,

     J e f f r e y  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, Colorado 80203

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               CEL-SCI CORPORATION

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                                 (703) 506-9460

                                 April 25, 2007

Dana Hartz
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549

      Re:   CEL-SCI Corporation
            Form 10-K
            File No. 001-11889

      The following is the response of CEL-SCI Corporation (the "Company") to
your letter dated March 28, 2007.

      Geert R. Kersten, the Company's Chief Executive and Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the
end of the period covered by the Company's report on From 10-K for the year
ended September 30, 2006, and in his opinion the Company's disclosure controls
and procedures are effective. There were no changes in the Company's internal
controls over financial reporting that occurred during the fiscal year ended
September 30, 2006 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

      The Company understands that:

          o    The Company is  responsible  for the adequacy and accuracy of the
               disclosure in its 10-K report;

          o    Staff comments, or changes to the disclosure in response to staff
               comments,  do not foreclose the Commission from taking any action
               with respect to the 10-K report; and

          o    The  Company  may not assert  staff  comments as a defense in any
               proceeding  initiated by the  Commission  or any person under the
               federal securities laws of the United States.

                                Very Truly Yours,

                                /s/ Geert R. Kersten
                                    --------------------------------------
                                    Geert R. Kersten, Chief Executive Officer

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 28, 2007   Mr. Geert Kersten Chief Financial Officer CEL-SCI Corporation 8229 Boone Blvd., Suite 802 Vienna, VA 22182
Re: CEL-SCI Corporation
Form 10-K for the Fiscal Year Ended September 30, 2006 Filed December 21, 2006
 File No. 001-11889

Dear Mr. Kersten:

We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In our comment, we ask you to
provide us with information so we may bette r understand your disclosure.  Please be as
detailed as necessary in your explanation.  Af ter reviewing this information, we may raise
additional comments.     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  comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended September 30, 2006

Item 9A. Disclosure Controls and Procedures

1. You do not clearly conclude whether or  not your disclosure controls and
procedures are effective.  Please provid e us clarification in a disclosure-type
format.

Mr. Geert Kersten
CEL-SCI Corporation March 28, 2007 Page 2
 As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provide the requested information.  Detailed  letters greatly facilitate
our review.  Please furnish the letter to  us via EDGAR under the form type label
CORRESP.

 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure 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 federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filings.
 You may contact Dana Hartz,  Staff Accountant, at ( 202) 551-3648 or Mary Mast,
Review Accountant, at (202) 551-3613 if you ha ve questions regardi ng the comment.  In
this regard, please do not hesitate  to contact me at (202) 551-3679.
  Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant