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 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