CORRESP 1 filename1.txt 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 # 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