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