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
--

Will Hart
                                February 28, 2012


Johnny Gharib
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Cel-Sci Corporation
            Schedule 14A
            File No. 001-11889

     This  office  represents  Cel-Sci  Corporation.  Amendment  No.  1  to  the
Company's Proxy  Statement has been filed with the  Commission.  With respect to
the comment received from the staff by letter dated February 27, 2012, 2011:

     o    the  following  footnote  has been added to the tables which appear on
          page 24 of the proxy statement.

     (1) At the annual  shareholders'  meeting,  CEL-SCI's  shareholders will be
asked to  approve  the  adoption  of  CEL-SCI's  2012  Incentive  Stock  Option,
Non-Qualified  Stock  Option and Stock Bonus Plans and to increase the number of
shares  issuable under CEL-SCI's  Stock  Compensation  Plan. The amounts in this
column do not  include  any shares  issuable  pursuant  to the 2012 plans or the
proposed  amendment to the Stock Compensation Plan. As of the date of this proxy
statement, CEL-SCI did not have any definitive agreements,  arrangements, plans,
intentions  or  commitments,  written or oral, to issue any shares of its common
stock  pursuant  to the  2012  plans  or the  proposed  amendment  to the  Stock
Compensation Plan.

     o    the  following  has been added to the  section of the Proxy  Statement
          captioned Proposal to Amend CEL-SCI's Articles of Incorporation.

     ...  as of the  date of this  proxy  statement,  CEL-SCI  did not  have any
definitive agreements,  arrangements,  plans, intentions or commitments, written
or oral,  with any person to sell or issue any  additional  shares of its common
stock,  whether for cash or otherwise,  except for CEL-SCI's obligation to issue
common  stock upon the  exercise  of  outstanding  options  and  warrants or the
conversion of notes.






     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & TRINEN, L.L.P.


                                /s/ William Hart

                                William T. Hart