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
 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,
FirstName LastNameGeert Kersten
                                                             Division of
Corporation Finance
Comapany NameCEL-SCI Corporation
                                                             Office of Life
Sciences
March 4, 2020 Page 2
cc:       William T. Hart, Esq.
FirstName LastName