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
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