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
 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,
FirstName LastNameGeert Kersten
                                                             Division of
Corporation Finance
Comapany NameCEL-SCI Corporation
                                                             Office of Life
Sciences
February 14, 2020 Page 2
cc:       William T. Hart, Esq.
FirstName LastName