As filed with the Securities and Exchange Commission on __________, 2013.

                                                     Registration No 333-186103

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-3

                                 AMENDMENT No. 2


                          Registration Statement Under
                           THE SECURITIES ACT OF 1933

                               CEL-SCI CORPORATION
               (Exact name of registrant as specified in charter)

                                    Colorado
                 (State or other jurisdiction of incorporation)

                                             8229 Boone Blvd. #802
                                             Vienna, Virginia  22182
      84-09l6344                                 (703) 506-9460
----------------------------     ----------------------------------------------
IRS Employer I.D.Number          (Address, including zip code, and telephone
                                  number, including area of principal executive
                                  offices)

                                  Geert Kersten
                              8229 Boone Blvd. #802
                             Vienna, Virginia 22182
                                 (703) 506-9460
                          ----------------------------
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

         Copies of all communications, including all communications sent
                  to the agent for service, should be sent to:

                              William T. Hart, Esq.
                                Hart & Hart, LLC
                             1624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
              From time to time after this Registration Statement
              becomes effective as determined by market conditions

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering.  [  ]

                                       1


If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. []

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective  amendment thereto that shall become effective upon filing with
the  Commission  pursuant to Rule 462(e)  under the  Securities  Act,  check the
following box. []

If this Form is a  post-effective  amendment to a registration  statement  filed
pursuant to General Instruction I.D. filed to register additional  securities or
additional  classes of securities  pursuant to Rule 413(b) under the  Securities
Act, check the following box. []

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated filer", and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.

Large accelerated filer   []                    Accelerated filer   [X]

Non-accelerated filer     []                    Smaller reporting company  []
(Do not check if a smaller reporting company)


                         CALCULATION OF REGISTRATION FEE

Title of each                                                      Proposed
Class of                            Maximum        Maximum         Proposed
Securities          Securities      Offering       Aggregate       Amount of
to be               to be           Price Per      Offering        Registration
Registered          Registered      Share (1)      Price           Fee (1)
----------          ----------      ---------      ---------       ------------

Common stock,
preferred stock,
convertible
preferred stock,
rights, and
warrants                (2)           (2)             (2)              (2)

Total                              $50,000,000    $50,000,000         $6,820

-------------------------------------------------------------------------------

(1)  The amount of registration fee, calculated in accordance with Rule 457(o),
     is the maximum aggregate offering price at which the securities subject to
     this registration statement are proposed to be offered.

(2)  There are being registered hereunder an indeterminate amount and number of
     securities as may be sold, from time to time, by the Company.

     The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  l933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

                                       2


PROSPECTUS
                               CEL-SCI CORPORATION
                                  Common Stock

     CEL-SCI  Corporation  may offer from time to time  shares of common  stock,
preferred stock,  convertible  preferred stock, rights,  warrants, or securities
issuable  upon the exercise of rights or warrants at an initial  offering  price
not to exceed  $50,000,000,  at prices and on terms to be determined at or prior
to the time of sale in light of market conditions at the time of sale.

     Specific terms pertaining to the securities offered by this prospectus will
be set forth in one or more accompanying prospectus  supplements,  together with
the terms of the offering and the initial  price and the net proceeds to CEL-SCI
from the sale. The prospectus supplement will set forth, without limitation, the
number of shares of common  stock or warrants  and the terms of the offering and
sale of such securities.

     CEL-SCI  may sell  the  securities  offered  by this  prospectus  directly,
through agents designated from time to time, or through underwriters or dealers.
If any agents of CEL-SCI or any underwriters or dealers are involved in the sale
of the  securities,  the  names of the  agents,  underwriters  or  dealers,  any
applicable  commissions and discounts,  and the net proceeds to the Company will
be set forth in the applicable prospectus supplement.

     CEL-SCI may not use this  prospectus  to complete  sales of its  securities
unless this prospectus is accompanied by a prospectus supplement.

     The securities  offered by this  prospectus are  speculative  and involve a
high  degree of risk and should be  purchased  only by persons who can afford to
lose their entire  investment.  For a description of certain  important  factors
that should be considered by prospective investors, see "Risk Factors" beginning
on page 10 of this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or has passed upon
the accuracy or adequacy of this prospectus.  Any representation to the contrary
is a criminal offense.

     CEL-SCI's common stock is traded on the NYSE MKT under the symbol "CVM". On
January 31, 2013 the closing price of CEL-SCI's common stock on the NYSE MKT was
$0.28.



                    Date of this Prospectus is _______, 2013


                                       3



                               PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED BY THE OTHER INFORMATION  APPEARING  ELSEWHERE IN THIS
PROSPECTUS.

     CEL-SCI  Corporation  (CEL-SCI) is  dedicated  to research and  development
directed at improving  the  treatment of cancer and other  diseases by utilizing
the immune system, the body's natural defense system.  Its lead  investigational
therapy is Multikine (Leukocyte Interleukin, Injection), currently being studied
in a pivotal global Phase III clinical trial.  CEL-SCI is also  investigating an
immunotherapy  (LEAPS-H1N1-DC)  as a possible  treatment  for H1N1  hospitalized
patients and as a vaccine  (CEL-2000)  for  Rheumatoid  Arthritis  (currently in
preclinical  testing) using its LEAPS technology  platform.  The investigational
immunotherapy  LEAPS-H1N1-DC  treatment  involves  non-changing  regions of H1N1
Pandemic Flu, Avian Flu (H5N1),  and the Spanish Flu, as CEL-SCI  scientists are
very concerned about the possible  emergence of a new more virulent hybrid virus
through the combination of H1N1 and Avian Flu, or maybe Spanish Flu. The Company
has operations in Vienna, Virginia, and in/near Baltimore, Maryland.

     CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI's
principal  office is located  at 8229 Boone  Boulevard,  Suite 802,  Vienna,  VA
22182.   CEL-SCI's  telephone  number  is  703-506-9460  and  its  web  site  is
www.cel-sci.com.  CEL-SCI does not  incorporate  the  information on its website
into this prospectus supplement or accompanying  prospectus,  and you should not
consider it part of this prospectus supplement or accompanying prospectus.

     CEL-SCI  makes its  electronic  filings  with the  Securities  and Exchange
Commission (SEC),  including its annual reports on Form 10-K,  quarterly reports
on Form  10-Q,  current  reports  on Form 8-K and  amendments  to these  reports
available  on its website free of charge as soon as  practicable  after they are
filed or furnished to the SEC.

                               CEL-SCI'S PRODUCTS

CEL-SCI's product pipeline consists of the following:

       1) Multikine(R) (Leukocyte Interleukin, Injection) investigational cancer
          therapy;

       2) LEAPS technology, with two investigational therapies, pandemic flu
          treatment for hospitalized patients and CEL-2000, a rheumatoid
          arthritis treatment vaccine in development.

MULTIKINE

     CEL-SCI's  lead  investigational  therapy,  Multikine,  is currently  being
developed as a potential  therapeutic  agent directed at using the immune system
to  produce  an  anti-tumor  immune  response.  Data  from  Phase I and Phase II

                                       4


clinical  trials  suggest that  Multikine  simulates the activities of a healthy
person's  immune  system,  enabling it to use the body's own  anti-tumor  immune
response. Multikine is the full name of this investigational therapy, which, for
simplicity,  is  referred to in the  remainder  of this  document as  Multikine.
Multikine is the trademark that CEL-SCI has registered for this  investigational
therapy,  and this  proprietary name is subject to FDA review in connection with
CEL-SCI's future anticipated  regulatory submission for approval.  Multikine has
not been  licensed  or approved  for sale,  barter or exchange by the FDA or any
other regulatory agency. Neither has its safety or efficacy been established for
any use.

     Multikine has been cleared by the regulators in nine  countries  around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients.  This trial is expected
to be the largest head and neck cancer clinical study ever conducted.

     The trial will test the hypothesis  that Multikine  treatment  administered
prior  to the  current  standard  therapy  for head  and  neck  cancer  patients
(surgical   resection  of  the  tumor  and  involved  lymph  nodes  followed  by
radiotherapy  or  radiotherapy  and  concurrent  chemotherapy)  will  extend the
overall survival,  enhance the local/regional  control of the disease and reduce
the rate of disease  progression  in patients  with  advanced oral squamous cell
carcinoma.

     The primary clinical endpoint in CEL-SCI's ongoing Phase III clinical trial
is that a 10%  improvement in overall  survival in the Multikine  treatment arm,
plus the current standard of care (SOC - consisting of surgery + radiotherapy or
surgery +  radiochemotherapy),  over that which can be  achieved  in the SOC arm
alone (in the  well-controlled  Phase III clinical trial currently ongoing) must
be  achieved.  Based on what is  presently  known  about  the  current  survival
statistics  for this  population,  CEL-SCI  believes  that  achievement  of this
endpoint should enable CEL-SCI,  subject to further  consultations  with FDA, to
move  forward,  prepare  and submit a Biologic  License  Application  to FDA for
Multikine.

      This clinical trial is thought to be the first Phase III study in the
world in which immunotherapy is given to cancer patients first, i.e., prior to
their receiving any conventional treatment for cancer, including surgery,
radiation and/or chemotherapy. This could be shown to be important because
conventional therapy may weaken the immune system, and may compromise the
potential effect of immunotherapy. Because Multikine is given before
conventional cancer therapy, when the immune system may be more intact, CEL-SCI
believes the possibility exists for it to have a greater likelihood of
activating an anti-tumor immune response under these conditions. This likelihood
is one of the clinical aspects being evaluated in the ongoing global Phase III
clinical trial.

     Multikine  is a  different  kind of  investigational  therapy  in the fight
against cancer; Multikine is a defined mixture of cytokines. It is a combination
immunotherapy, possessing both active and passive properties.

     In the recent  interim  review of the safety data from the Phase III study,
an Independent Data Monitoring  Committee (IDMC) raised no safety concerns.  The
IDMC also  indicated  that no safety  signals  were  found  that would call into
question the benefit/risk of continuing the study. CEL-SCI considers the results

                                       5


of the IDMC review to be  important  since  studies have shown that up to 30% of
Phase  III  trials  fail due to  safety  considerations  and the  IDMC's  safety
findings   from  this  interim   review  were  similar  to  those   reported  by
investigators during CEL-SCI's Phase I-II trials. Ultimately, the decision as to
whether a drug is safe is made by the FDA based on an  assessment  of all of the
data from a trial.

     During the early  investigational  phase,  in Phase I and Phase II clinical
trials in over 220 subjects who received the  investigational  therapy Multikine
in doses of 200 to 3200 IU  (international  units) as IL-2,  no serious  adverse
events  were  reported  as  being  expressly  due  to   administration  of  this
investigational  therapy, and subjects in those clinical trials and the treating
physicians  reported  that this  investigational  therapy was well  tolerated in
those early-stage  clinical trials.  Adverse events which were reported included
pain at the  injection  site,  local minor  bleeding and edema at the  injection
site, diarrhea,  headache,  nausea, and constipation.  No "abnormal"  laboratory
results were reported following  Multikine treatment - other than those commonly
seen by treating physicians in this patient population - regardless of Multikine
administration.  Similarly,  in these early-phase  clinical studies in patients,
there was no reported increased toxicity of follow-on  treatments as a result of
Multikine administration.  No complications following surgery (such as increased
time for wound healing) were reported.  No definitive  conclusions  can be drawn
from these data about the  safety or  efficacy  profile of this  investigational
therapy,  further research is required and the global Phase III study is ongoing
in an effort to confirm these results.

     The  following is a summary of results from  CEL-SCI's  last Phase II study
conducted  with  Multikine.  This study used the same  treatment  protocol as is
being used in CEL-SCI's Phase III study:

     o    In the  final  Phase II  clinical  study,  using the same  dosage  and
          treatment  regimen as is being  used in the Phase III study,  head and
          neck  cancer  patients  with  locally  advanced  primary  disease  who
          received  the   investigational   therapy   Multikine  as   first-line
          investigational  therapy  followed  by surgery and  radiotherapy  were
          reported by the  clinical  investigators  to have had a 63.2%  overall
          survival (OS) rate at 3.5 years from surgery.  This  percentage OS was
          arrived at as follows: of the 22 subjects enrolled in this final Phase
          II study, the consent for the survival  follow-up portion of the study
          was  received  from 19  subjects.  One  subject did not consent to the
          follow-up  portion  of the study.  The other 2  subjects  did not have
          squamous cell carcinoma of the oral cavity and were thus not evaluable
          per the protocol.  The overall survival rate of subjects receiving the
          investigational  therapy in this  study was  compared  to the  overall
          survival rate that was  calculated  based upon a review of 55 clinical
          trials conducted in the same cancer  population (with a total of 7,294
          patients  studied),  and  reported  in the  peer  reviewed  scientific
          literature  between 1987 and 2007. Review of this literature showed an
          approximate  survival  rate  of  47.5%  at 3.5  year  from  treatment.
          Therefore,  the  results  of  CEL-SCI's  final  Phase  II  study  were
          considered to be  potentially  favorable in terms of overall  survival
          recognizing  the limitations of this  early-phase  study. It should be
          noted that an earlier  investigational therapy Multikine study appears
          to lend  support to the  overall  survival  findings  described  above
          -Feinmesser et al Arch Otolaryngol. Surg. 2003. However, no definitive
          conclusions can be drawn from these data about the potential  efficacy

                                       6


          or safety profile of this investigational therapy.  Moreover,  further
          research is  required,  and these  results  must be  confirmed  in the
          well-controlled  Phase  III  clinical  trial  of this  investigational
          therapy that is currently in progress.  Subject to  completion of that
          Phase III trial and FDA's review and  acceptance  of CEL-SCI's  entire
          data set on this investigational  therapy, CEL-SCI believes that these
          early-stage  clinical  trial  results  indicate the potential for this
          investigational  therapy to become a treatment  for  advanced  primary
          head and neck cancer.

     o    Reported  average of 50%  reduction in tumor cells in Phase II trials:
          The clinical  investigators  who administered the three week Multikine
          treatment  regimen  used in Phase II  studies  reported  that,  as was
          determined in a controlled pathology study,  Multikine  administration
          appeared to have caused,  on average,  the disappearance of about half
          of  the  cancer   cells   present  at  surgery   (as   determined   by
          histopathology  assessing the area of Stroma/Tumor  (Mean+/-  Standard
          Error of the Mean of the  number of cells  counted  per  filed))  even
          before  the  start  of  standard   therapy  such  as   radiation   and
          chemotherapy (Timar et al JCO 2005).

     o    Reported  12%  complete  response  in the final  Phase II  trial:  The
          clinical  investigators  who  administered  the three  week  Multikine
          investigational  treatment  regimen  used in the final  Phase II study
          reported that, as was determined in a controlled  pathology study, the
          tumor   apparently   was  no  longer   present   (as   determined   by
          histopathology)  in  approximately 12 % of patients (2 of 17 evaluable
          by  pathology).  This  determination  was made by  three  pathologists
          blinded to the study  from the  surgical  specimen  after a three week
          treatment with Multikine (Timar et al JCO 2005).

     o    Adverse  events  reported  in  clinical  trials:  In  clinical  trials
          conducted to date with the Multikine  investigational therapy, adverse
          events  which have been  reported  by the  clinical  investigators  as
          possibly or probably related to Multikine administration included pain
          at the injection site, local minor bleeding and edema at the injection
          site, diarrhea, headache, nausea, and constipation.

     The  clinical  significance  of these and  other  data,  to date,  from the
multiple Multikine clinical trials is not yet known. These preliminary  clinical
data do suggest the  potential  to  demonstrate  a possible  improvement  in the
clinical outcome for patients treated with Multikine.

     Subject to  completion  of CEL-SCI's  global  Phase III clinical  trial and
FDA's review of CEL-SCI's entire data set on this  investigational  therapy,  if
the FDA were to conclude  that the safety and  efficacy of this  investigational
therapy  is  established,  the  early-phase  clinical  data  is  encouraging  in
suggesting the potential that approximately 60-66% (2/3) of head and neck cancer
patients  with primary  disease  could be  candidates  for this  investigational
therapy if it were to be approved by FDA.

                                       7


     CEL-SCI has an agreement with Teva Pharmaceutical  Industries,  Ltd., which
provides Teva with the exclusive  license to market and distribute  Multikine in
Israel,  Turkey,  and in August 2011, added Serbia and Croatia.  Pursuant to the
agreement,  Teva will participate in CEL-SCI's upcoming Phase III clinical trial
and will fund a portion of the Phase III trial in Israel.

     CEL-SCI has an agreement  with Orient  Europharma of Taiwan which  provides
Orient  Europharma  with the  exclusive  marketing  rights to Multikine  for all
cancer indications in Taiwan,  Singapore,  Hong Kong, Malaysia, South Korea, the
Philippines, Australia and New Zealand. The agreement requires Orient Europharma
to fund the  clinical  trials  needed to  obtain  marketing  approvals  in these
countries  for head and neck  cancer,  naso-pharyngeal  cancer  and  potentially
cervical cancer.

     CEL-SCI has a licensing  agreement with Byron Biopharma LLC ("Byron") under
which  CEL-SCI  granted  Byron an  exclusive  license to market  and  distribute
Multikine in the Republic of South Africa.

     Pursuant to the agreement,  Byron will be responsible  for  registering the
product in South Africa. Once Multikine has been approved for sale, CEL-SCI will
be responsible for  manufacturing  the product,  while Byron will be responsible
for sales in South Africa.  Revenues will be divided equally between CEL-SCI and
Byron.

     In August 2011,  CEL-SCI  entered into an exclusive  Sales,  Marketing  and
Distribution  agreement  with  IDC-GP  Pharm LLC  ("IDC-GP  Pharm")  under which
CEL-SCI has granted IDC-GP Pharm an exclusive license to market Multikine in the
countries of Argentina and Venezuela (the "Territory").  IDC-GP Pharm is a joint
venture  between two groups of  experienced  pharmaceutical  entrepreneurs  with
expertise in the registration and  commercialization of pharmaceutical  products
in South America, among other regions. One of these two groups represents former
employees of a large pharmaceutical  company, while the other group is GP Pharm,
headquartered  in  Barcelona,  Spain,  with  operations in each major country in
Latin  America  either  directly  or through  local  partners.  Pursuant  to the
agreement, IDC-GP Pharm will be responsible for receiving regulatory approval to
use Multikine in the  territory.  Once Multikine has been approved in any of the
two countries,  CEL-SCI will be responsible for manufacturing the product, while
IDC-GP Pharm will be responsible  for sales in the  Territory.  Revenues will be
split 50/50  between  CEL-SCI and IDC-GP Pharm after  payment to CEL-SCI for the
manufacturing costs of Multikine. If IDC-GP Pharma does not receive governmental
permission to distribute Multikine in Argentina or Venezuela by August 31, 2013,
CEL-SCI has the right to cancel the agreement.

     CEL-SCI estimates the total cost of the Phase III trial, with the exception
of the parts that will be paid by its licensees, Teva Pharmaceuticals and Orient
Europharma,  to be approximately  $32,000,000 of which approximately  $7,600,000
has been paid as of December  31,  2012.  Out of the planned 48 sites,  38 sites
have   completed   their  site   initiation   visits  and   patients  are  being
screened/enrolled  in multiple locations.  It should be noted that this estimate

                                       8


is only an estimate based on the  information  currently  available in CEL-SCI's
contracts with the Clinical Research  Organization  responsible for managing the
Phase III trial. This number can be affected by the speed of enrollment, foreign
currency exchange rates and many other factors, some of which cannot be foreseen
today.  It is  therefore  possible  that the cost of the Phase III trial will be
higher than currently estimated.

Manufacturing Facility

     Before  starting the Phase III trial,  CEL-SCI  needed to build a dedicated
manufacturing  facility to produce  Multikine.  This facility has been completed
and validated, and has produced several clinical lots for the Phase III clinical
trial.

     CEL-SCI completed  validation of its new manufacturing  facility in January
2010. The state-of-the-art  facility is being used to manufacture  Multikine for
CEL-SCI's  Phase III  clinical  trial.  In  addition  to using this  facility to
manufacture  Multikine,  CEL-SCI,  only if the  facility  is not being  used for
Multikine,  may offer the use of the  facility  as a service  to  pharmaceutical
companies  and others,  particularly  those that need to "fill and finish" their
drugs in a cold  environment (4 degrees  Celsius,  or  approximately  39 degrees
Fahrenheit).  However,  priority  will  always be given to  Multikine.  Fill and
finish is the process of filling  injectable  drugs in a sterile manner and is a
key part of the manufacturing process for many medicines.

     The  fastest  area of growth in the  biopharmaceutical  and  pharmaceutical
markets is biologics,  and most recently stem cell products. These compounds and
therapies are derived from or mimic human cells or proteins and other  molecules
(e.g.,  hormones,  etc.).  Nearly  all of the major  drugs  developed  for unmet
medical  needs  (e.g.,   Avastin(R),   Erbitux(R),   Rituxan(R),   Herceptin(R),
Copaxon(R),  etc.) are  biologics.  Biologics are usually very sensitive to heat
and  quickly  lose their  biological  activity  if  exposed to room or  elevated
temperature.  Room or elevated  temperatures may also affect the shelf-life of a
biologic  with the  result  that the  product  cannot be  stored  for as long as
desired.  However,  these products do not generally lose activity when kept at 4
degrees Celsius.

     The  FDA  and  other  regulatory  agencies  require  a  drug  developer  to
demonstrate  the safety,  purity and potency of a drug being produced for use in
humans.  When filling a product at 4 degrees  Celsius,  minimal to no biological
losses occur and therefore the potency of the drug is maintained  throughout the
final critical step of the drug's manufacturing process. If the same temperature
sensitive drug is instead aseptically filled at room temperature,  expensive and
time-consuming validation studies must be conducted, first, to be able to obtain
a  complete  understanding  of  the  product's  potency  loss  during  the  room
temperature fill process,  and second, to create solutions to the drug's potency
losses, which require further testing and validation.

     CEL-SCI's   unique,   cold  aseptic   filling  suite  can  be  operated  at
temperatures  between 2 degrees  Celsius and room  temperatures,  and at various
humidity levels.  CEL-SCI's  aseptic filling suites are maintained at FDA and EU
ISO  classifications  of 5/6.  CEL-SCI  also has the  capability  to  formulate,
inspect, label and package biologic products at cold temperatures.

                                       9


     CEL-SCI's lease on the manufacturing  facility expires on October 31, 2028.
Since  October 2008 CEL-SCI has been required to make monthly base rent payments
of $131,250.  Beginning  November 1, 2009,  the annual base rent  escalates each
year at 3%.  CEL-SCI  is also  required  to pay all real and  personal  property
taxes,  insurance  premiums,  maintenance  expenses,  repair costs and utilities
associated with the facility,  which were approximately  $39,000 per month as of
the date of this prospectus.

     In August 2011,  CEL-SCI paid a deposit of $1,670,917 to the landlord since
CEL-SCI's cash balances did not meet the minimum  amount  required by the lease.
When CEL-SCI meets the minimum cash balance  required by the lease,  the deposit
will be returned to CEL-SCI.

LEAPS

     CEL-SCI's patented T-cell Modulation Process,  referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune  response.  LEAPS is designed to stimulate the human
immune  system  to  more  effectively  fight  bacterial,   viral  and  parasitic
infections  as well as  autoimmune,  allergies,  transplantation  rejection  and
cancer,  when it cannot do so on its own.  Administered  like a  vaccine,  LEAPS
combines T-cell binding ligands with small, disease associated, peptide antigens
and may provide a new method to treat and prevent certain diseases.

     The ability to generate a specific  immune  response is  important  because
many diseases are often not combated  effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective  approach than existing  vaccines and
drugs in attacking an underlying disease.

     Using  the LEAPS  technology,  CEL-SCI  has  created  a  potential  peptide
treatment for H1N1 (swine flu) hospitalized  patients.  This LEAPS flu treatment
is designed to focus on the  conserved,  non-changing  epitopes of the different
strains of Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine",
"avian or bird",  and  "Spanish  Influenza",  in order to minimize the chance of
viral "escape by mutations" from immune recognition.  Therefore one should think
of this  treatment  not  really  as an H1N1  treatment,  but as a  pandemic  flu
treatment.   CEL-SCI's  LEAPS  flu  treatment  contains  epitopes  known  to  be
associated with immune protection against influenza in animal models.

     In September  2009, the U.S. Food and Drug  Administration  advised CEL-SCI
that it could  proceed with its first  clinical  trial to evaluate the effect of
LEAPS-H1N1  treatment on the white blood cells of  hospitalized  H1N1  patients.
This followed an expedited initial review of CEL-SCI's regulatory submission for
this study proposal.

     In November  2009,  CEL-SCI  announced  that The Johns  Hopkins  University
School of Medicine had given  clearance for CEL-SCI's  clinical study to proceed
using LEAPS-H1N1.  Soon after the start of the study, the number of hospitalized
H1N1  patients  dramatically  declined  and the study was unable to complete the
enrollment of patients.

                                       10


     Additional  work on this  treatment  for the  pandemic  flu  work is  being
pursued in collaboration  with the National  Institute of Allergy and Infectious
Diseases (NIAID),  part of the National  Institutes of Health,  USA. In May 2011
NIAID scientists  presented data at the Keystone  Conference on "Pathogenesis of
Influenza:  Virus-Host  Interactions" in Hong Kong, China,  showing the positive
results of efficacy studies in mice of L.E.A.P.S. H1N1 activated dendritic cells
(DCs) to treat the H1N1 virus.  Scientists at the NIAID found that H1N1-infected
mice treated with  LEAPS-H1N1 DCs showed a survival  advantage over mice treated
with control DCs. The work was performed in collaboration with scientists led by
Kanta Subbarao,  M.B.B.S.,  M.P.H, of the NIAID, part of the National Institutes
of Health, USA.

     With its LEAPS  technology,  CEL-SCI also  developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid  arthritis using the CEL-2000 treatment vaccine  demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer  administrations
than those required by other  anti-rheumatoid  arthritis  treatments,  including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated  to be  significantly  less  expensive  and may be useful in patients
unable to  tolerate  or who may not be  responsive  to  existing  anti-arthritis
therapies.

     In February 2010 CEL-SCI  announced that its CEL-2000 vaccine  demonstrated
that it was able to block the  progression  of  rheumatoid  arthritis in a mouse
model.  The results were  published in the scientific  peer-reviewed  Journal of
International   Immunopharmacology   (online   edition)  in  an  article  titled
"CEL-2000:  A  Therapeutic  Vaccine for  Rheumatoid  Arthritis  Arrests  Disease
Development and Alters Serum Cytokine/Chemokine  Patterns in the Bovine Collagen
Type II  Induced  Arthritis  in the DBA Mouse  Model"  with lead  author  Daniel
Zimmerman,  Ph.D.,  Senior Vice  President of Research,  Cellular  Immunology at
CEL-SCI.  The study was  co-authored  by  additional  scientists  from  CEL-SCI,
Washington  Biotech,  Northeastern  Ohio  Universities  Colleges of Medicine and
Pharmacy and Boulder BioPath.

     In August 2012, Dr. Zimmerman gave a Keynote  presentation at the OMICS 2nd
International   Conference  on  Vaccines  and  Vaccinations  in  Chicago.  These
presentations  show how the LEAPS  peptides  administered  altered  only  select
cytokines  specific for each disease model  thereby  improving the status of the
test animals and even  preventing  death and  morbidity  effects.  These results
support the growing body of evidence  that  provides for its mode of action by a
common format in these unrelated conditions by regulation of Th1 (e.g., IL12 and
IFN-a) and their action on reducing  TNF-a and other  inflammatory  cytokines as
well  regulation of antibodies to these disease  associated  antigens.  This was
also  illustrated by a schematic  model showing how these pathways  interact and
result in the overall  effect of  protection  and  regulation  of cytokines in a
beneficial manner.

     Even though the various  LEAPS drug  candidates  have not yet been given to
humans,  they have been  tested in vitro with  human  cells.  They have  induced
similar  cytokine  responses  that were seen in these animal  models,  which may
indicate  that the  LEAPS  technology  might  translate  to  humans.  The  LEAPS
candidates  have  demonstrated  protection  against  lethal herpes simplex virus
(HSV1) and H1N1 influenza  infection,  as a prophylactic or therapeutic agent in
animals. They have also shown efficacy in animals in two autoimmune  conditions,
curtailing  and  sometimes  preventing  disease  progression  in  arthritis  and
myocarditis animal models.  CEL-SCI's belief is that the LEAPS technology may be

                                       11


a  significant  alternative  to the vaccines  currently  available on the market
today for these diseases.

     None of the LEAPS  investigational  products  have been  approved for sale,
barter or  exchange  by the FDA or any other  regulatory  agency  for any use to
treat disease in animals or humans. The safety or efficacy of these products has
not been established for any use. Lastly, no definitive conclusions can be drawn
from the early-phase,  preclinical-trials  data involving these  investigational
products. Before obtaining marketing approval from the FDA in the United States,
and by comparable  agencies in most foreign countries,  these product candidates
must undergo rigorous  preclinical and clinical testing which is costly and time
consuming and subject to  unanticipated  delays.  There can be no assurance that
these approvals will be granted.

THE OFFERING

Securities Offered:

     CEL-SCI  may offer  from time to time  shares  of common  stock,  preferred
stock,  rights  and  warrants  at  an  initial  offering  price  not  to  exceed
$50,000,000,  at prices and on terms to be determined at or prior to the time of
sale in light of market conditions at the time of sale. CEL-SCI may not use this
prospectus  to  complete  sales of its  securities  unless  this  prospectus  is
accompanied by a prospectus  supplement.  See the "Plan of Distribution" section
of this  prospectus  for additional  information  concerning the manner in which
CEL-SCI's securities may be offered.


Common Stock Outstanding:   As of December 31, 2012 CEL-SCI had 308,910,390
                            outstanding shares of common stock. The number of
                            outstanding shares does not give effect to shares
                            which may be issued upon the exercise and/or
                            conversion of options, warrants or other convertible
                            securities. See "Comparative Share Data" for more
                            information.

Risk Factors:               The purchase of the securities offered by this
                            prospectus involves a high degree of risk. Risk
                            factors include the lack of revenues and history of
                            loss, need for additional capital and need for FDA
                            approval. See the "Risk Factors" section of this
                            prospectus for additional Risk Factors.

NYSE MKT Symbol:            CVM

     This prospectus contains various forward-looking  statements that are based
on CEL-SCI's  beliefs as well as assumptions  made by and information  currently
available  to  CEL-SCI.  When  used in this  prospectus,  the  words  "believe",
"expect",  "anticipate",  "estimate"  and similar  expressions  are  intended to
identify  forward-looking  statements.  Such  statements may include  statements
regarding seeking business opportunities, payment of operating expenses, and the
like,  and are subject to certain risks,  uncertainties  and  assumptions  which

                                       12


could cause actual results to differ  materially from  projections or estimates.
Factors which could cause actual  results to differ  materially are discussed at
length under the heading "Risk  Factors".  Should one or more of the  enumerated
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect, actual results may vary materially from those anticipated,  estimated
or  projected.  Investors  should not place undue  reliance  on  forward-looking
statements, all of which speak only as of the date made.

                           FORWARD LOOKING STATEMENTS

     This prospectus contains various forward-looking  statements that are based
on CEL-SCI's  beliefs as well as assumptions  made by and information  currently
available  to  CEL-SCI.  When  used in this  prospectus,  the  words  "believe",
"expect",  "anticipate",  "estimate"  and similar  expressions  are  intended to
identify  forward-looking  statements.  Such  statements may include  statements
regarding seeking business opportunities, payment of operating expenses, and the
like,  and are subject to certain risks,  uncertainties  and  assumptions  which
could cause actual results to differ  materially from  projections or estimates.
Factors which could cause actual  results to differ  materially are discussed at
length under the heading "Risk  Factors".  Should one or more of the  enumerated
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect, actual results may vary materially from those anticipated,  estimated
or  projected.  Investors  should not place undue  reliance  on  forward-looking
statements, all of which speak only as of the date made.

                                  RISK FACTORS

     Investors  should be aware that this offering  involves the risks described
below,  which could  adversely  affect the price of CEL-SCI's  common stock.  In
addition to the other  information  contained in this prospectus,  the following
factors  should be  considered  carefully in  evaluating  an  investment  in the
securities offered by this prospectus.

Risks Related to CEL-SCI

Since CEL-SCI has earned only limited revenues and has a history of losses,
CEL-SCI will require additional capital to remain in operation, complete its
clinical trials and fund pre-marketing expenses.

     CEL-SCI has had only limited  revenues  since it was formed in 1983.  Since
the date of its formation and through  September 30, 2012,  CEL-SCI incurred net
losses of approximately $(203,000,000).  CEL-SCI has relied principally upon the
proceeds of public and private sales of its securities to finance its activities
to date.

     If CEL-SCI cannot obtain additional  capital,  CEL-SCI may have to postpone
development and research  expenditures,  which will delay  CEL-SCI's  ability to
produce a  competitive  product.  Delays of this nature may depress the price of
CEL-SCI's  common stock. In addition,  although CEL-SCI is not aware of a direct

                                       13


competitor  for  Multikine,  it is  possible  that one  exists.  There  are many
potential  competitors  of  LEAPS.  If  competitors  develop,  any  delay in the
development   of  CEL-SCI's   products  may  provide   opportunities   to  those
competitors.

     The  condition  of the  overall  economy  may  continue  to affect both the
availability of capital and CEL-SCI's  stock price. In addition,  future capital
raises, which will be necessary for CEL-SCI's survival, will be further dilutive
to current shareholders.  There can be no assurance that CEL-SCI will be able to
raise the capital it will need.

All of CEL-SCI's potential products, with the exception of Multikine, are in the
early stages of  development,  and any commercial sale of these products will be
many years away.

     Even potential  product sales from  Multikine are years away,  since cancer
trials can be lengthy. Accordingly,  CEL-SCI expects to incur substantial losses
for the foreseeable future.

Since  CEL-SCI  does not  intend  to pay  dividends  on its  common  stock,  any
potential  return to investors  will result only from any increases in the price
of CEL-SCI's common stock.

     At the present time,  CEL-SCI intends to use available funds to finance its
operations.  Accordingly, while payment of dividends rests within the discretion
of CEL-SCI's Directors,  no common stock dividends have been declared or paid by
CEL-SCI and CEL-SCI has no intention of paying any common stock dividends in the
foreseeable  future.  Any gains for CEL-SCI's  investors will most likely result
from increases in the price of CEL-SCI's  common stock,  which has been volatile
in the recent past.  If CEL-SCI's  stock price does not  increase,  which likely
will depend  primarily  upon the results of the Multikine  clinical  trials,  an
investor is unlikely to receive any return on an investment in CEL-SCI's  common
stock.

The costs of CEL-SCI's product  development and clinical trials are difficult to
estimate and will be very high for many years,  preventing CEL-SCI from making a
profit for the foreseeable future, if ever.

     Clinical and other studies  necessary to obtain  approval of a new drug can
be time  consuming  and costly,  especially  in the United  States,  but also in
foreign  countries.  CEL-SCI's  estimates  of the costs  associated  with future
clinical  trials and  research  may be  substantially  lower  than what  CEL-SCI
actually experiences.  It is impossible to predict what CEL-SCI will face in the
development of a product,  such as LEAPS. The Multikine Phase III clinical trial
may take longer and be more expensive then CEL-SCI has estimated. The purpose of
clinical  trials is to provide  both  CEL-SCI and  regulatory  authorities  with
safety and efficacy data in humans. It is relatively common to revise a trial or
add  subjects  to a trial in  progress.  These  examples  of common  vagaries in
product development and clinical investigations  demonstrate how predicted costs
may exceed  reasonable  expectations.  The  different  and often  complex  steps
necessary to obtain  regulatory  approval,  especially that of the United States
Food  and  Drug  Administration   ("FDA")  and  the  European  Union's  European
Medicine's  Agency ("EMA"),  involve  significant  costs and may require several
years to  complete.  CEL-SCI  expects that it will need  substantial  additional
financing  over an extended  period of time in order to fund the costs of future
clinical trials, related research, and general and administrative expenses.

                                       14


     The extent of CEL-SCI's clinical trials and research programs are primarily
based upon the amount of capital available to CEL-SCI and the extent to which it
receives  regulatory  approvals  for clinical  trials.  CEL-SCI has  established
estimates  of the future costs of the Phase III  clinical  trial for  Multikine,
but, as explained above, that estimate may not prove correct.

Compliance with changing regulations  concerning corporate governance and public
disclosure may result in additional expenses.

     Changing laws,  regulations and standards relating to corporate  governance
and public disclosure may create uncertainty  regarding  compliance matters. New
or  changed   laws,   regulations   and   standards   are   subject  to  varying
interpretations  in many cases. As a result,  their  application in practice may
evolve  over  time.  CEL-SCI is  committed  to  maintaining  high  standards  of
corporate   governance   and  public   disclosure.   Complying   with   evolving
interpretations of new or changing legal requirements may cause CEL-SCI to incur
higher costs as it revises current practices,  policies and procedures,  and may
divert   management   time  and  attention  from  potential   revenue-generating
activities to  compliance  matters.  If CEL-SCI's  efforts to comply with new or
changed laws,  regulations and standards differ from the activities  intended by
regulatory or governing bodies due to ambiguities related to practice, CEL-SCI's
reputation may also be harmed. Further, CEL-SCI's board members, chief executive
officer and  president  could face an  increased  risk of personal  liability in
connection with the performance of their duties.  As a result,  CEL-SCI may have
difficulty  attracting  and  retaining  qualified  board  members and  executive
officers, which could harm its business.

CEL-SCI has not established a definite plan for the marketing of Multikine.

     CEL-SCI has not  established  a definitive  plan for  marketing  nor has it
established a price structure for any of its products. However, CEL-SCI intends,
if it is in a position to do so, to sell Multikine itself in certain markets and
to enter into written  marketing  agreements  with various major  pharmaceutical
firms with  established  sales forces.  The sales forces in turn would,  CEL-SCI
believes,  target CEL-SCI's  products to cancer centers,  physicians and clinics
involved in head and neck cancer. CEL-SCI has already licensed Multikine to four
companies,  Teva Pharmaceuticals in Israel,  Turkey, Serbia and Croatia,  Orient
Europharma  in  Taiwan,   Singapore,  Hong  Kong,  Malaysia,  South  Korea,  the
Philippines,  Australia and New Zealand,  Byron BioPharma,  LLC in South Africa,
and  IDC-GP  Pharm in  Argentina  and  Venezuela.  CEL-SCI  believes  that these
companies  have  the  resources  to  market  Multikine  appropriately  in  their
respective  territories,  but there is no guarantee that they will.  There is no
assurance that CEL-SCI will find qualified  parties willing to market  CEL-SCI's
product in other areas.

     CEL-SCI  may  encounter   problems,   delays  and  additional  expenses  in
developing marketing plans with outside firms. In addition, even if Multikine is
cost effective and proven to increase overall  survival,  CEL-SCI may experience
other limitations involving the proposed sale of Multikine,  such as uncertainty
of   third-party   reimbursement.   There  is  no  assurance  that  CEL-SCI  can
successfully market any products which it may develop.

                                       15


CEL-SCI hopes to expand its clinical development capabilities in the future, and
any difficulties hiring or retaining key personnel or managing this growth could
disrupt CEL-SCI's operations.

     CEL-SCI  is  highly  dependent  on  the  principal   members  of  CEL-SCI's
management and development staff. If the Multikine clinical trial is successful,
CEL-SCI   expects  to  expand  its  clinical   development   and   manufacturing
capabilities, which will involve hiring additional employees. Future growth will
require  CEL-SCI to continue to  implement  and  improve  CEL-SCI's  managerial,
operational and financial  systems and to continue to retain,  recruit and train
additional  qualified  personnel,   which  may  impose  a  strain  on  CEL-SCI's
administrative  and  operational  infrastructure.  The competition for qualified
personnel in the biopharmaceutical field is intense. CEL-SCI is highly dependent
on its ability to attract,  retain and motivate highly qualified  management and
specialized  personnel  required  for  clinical  development.  Due to  CEL-SCI's
limited  resources,  CEL-SCI may not be able to manage effectively the expansion
of its  operations  or recruit  and train  additional  qualified  personnel.  If
CEL-SCI is unable to retain  key  personnel  or manage  its growth  effectively,
CEL-SCI may not be able to implement its business plan.

Multikine is made from components of human blood,  which involves inherent risks
that may lead to product destruction or patient injury.

     Multikine is made,  in part,  from  components  of human  blood.  There are
inherent  risks  associated  with  products  that  involve  human  blood such as
possible  contamination with viruses,  including  Hepatitis or HIV. Any possible
contamination  could  require  CEL-SCI to destroy  batches of Multikine or cause
injuries to patients  who receive the  product,  thereby  subjecting  CEL-SCI to
possible financial losses, lawsuits, and harm to its business.

     Although  CEL-SCI  has  product  liability  insurance  for  Multikine,  the
successful  prosecution of a product liability case against CEL-SCI could have a
materially  adverse  effect  upon its  business  if the  amount of any  judgment
exceeds  CEL-SCI's  insurance  coverage.  Such  a suit  also  could  damage  the
reputation  of  Multikine  and make  successful  marketing  of the product  less
likely. CEL-SCI commenced the Phase III clinical trial for Multikine in December
2010.  Although no claims have been brought to date,  participants  in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any  unanticipated
harmful  effects  arising  from the use of Multikine or any drug or product that
CEL-SCI may attempt to develop.

Risks Related to Government Approvals

CEL-SCI's  product  candidates  must undergo  rigorous  preclinical and clinical
testing and regulatory  approvals,  which could be costly and time-consuming and
subject  CEL-SCI to  unanticipated  delays or prevent CEL-SCI from marketing any
products.

     Therapeutic agents,  drugs and diagnostic products are subject to approval,
prior to general  marketing,  from the FDA in the United States,  the EMA in the
European Union,  and by comparable  agencies in most foreign  countries.  Before
obtaining marketing  approval,  these product candidates must undergo costly and

                                       16


time consuming  preclinical and clinical  testing which could subject CEL-SCI to
unanticipated  delays  and  may  prevent  CEL-SCI  from  marketing  its  product
candidates. There can be no assurance that such approvals will be granted.

     CEL-SCI  cannot be certain when or under what  conditions it will undertake
clinical  trials.  A variety of issues may delay  CEL-SCI's  Phase III  clinical
trial for Multikine or preclinical and early clinical trials for other products.
For example,  early trials,  or the plans for later trials,  may not satisfy the
requirements  of regulatory  authorities,  such as the FDA.  CEL-SCI may fail to
find  subjects  willing  to enroll in  CEL-SCI's  trials.  CEL-SCI  manufactures
Multikine,  but relies on third party vendors for managing the trial process and
other  activities,  and these  vendors may fail to meet  appropriate  standards.
Accordingly,  the clinical trials relating to CEL-SCI's  product  candidates may
not be completed on schedule,  the FDA or foreign regulatory  agencies may order
CEL-SCI to stop or modify its  research,  or these  agencies may not  ultimately
approve  any of  CEL-SCI's  product  candidates  for  commercial  sale.  Varying
interpretations  of the data obtained  from  pre-clinical  and clinical  testing
could  delay,  limit  or  prevent  regulatory   approval  of  CEL-SCI's  product
candidates.  The  data  collected  from  CEL-SCI's  clinical  trials  may not be
sufficient to support  regulatory  approval of its various  product  candidates,
including Multikine.  CEL-SCI's failure to adequately demonstrate the safety and
efficacy of any of its  product  candidates  would  delay or prevent  regulatory
approval of its product  candidates  in the United  States,  which could prevent
CEL-SCI from achieving  profitability.  Although CEL-SCI had positive results in
its Phase II trials for  Multikine,  those  results were for a very small sample
set, and CEL-SCI will not know  definitively  how  Multikine  will perform until
CEL-SCI is well into, or completes, its Phase III clinical trial.

     The requirements  governing the conduct of clinical trials,  manufacturing,
and marketing of CEL-SCI's product candidates,  including Multikine, outside the
United States vary from country to country. Foreign approvals may take longer to
obtain  than FDA  approvals  and can  require,  among other  things,  additional
testing and different  trial  designs.  Foreign  regulatory  approval  processes
include all of the risks associated with the FDA approval process. Some of those
agencies also must approve prices for products approved for marketing.  Approval
of a product by the FDA or the EMA does not ensure  approval of the same product
by the health authorities of other countries. In addition, changes in regulatory
requirements  for  product  approval in any country  during the  clinical  trial
process and regulatory agency review of each submitted new application may cause
delays or rejections.

     CEL-SCI has only limited  experience  in filing and  pursuing  applications
necessary to gain regulatory approvals.  CEL-SCI's lack of experience may impede
its ability to obtain timely  approvals  from  regulatory  agencies,  if at all.
CEL-SCI will not be able to commercialize Multikine and other product candidates
until it has obtained regulatory approval. In addition,  regulatory  authorities
may also  limit the types of  patients  to which  CEL-SCI  or others  may market
Multikine or  CEL-SCI's  other  products.  Any failure to obtain or any delay in
obtaining  required  regulatory  approvals may  adversely  affect the ability of
CEL-SCI or potential licensees to successfully market CEL-SCI's products.

Even if CEL-SCI obtains regulatory approval for its product candidates,  CEL-SCI
will be subject to stringent, ongoing government regulation.

                                       17


     If CEL-SCI's  products receive  regulatory  approval,  either in the United
States or  internationally,  CEL-SCI  will  continue to be subject to  extensive
regulatory  requirements.  These regulations are wide-ranging and govern,  among
other things:

     o    product design, development and manufacture;

     o    product application and use

     o    adverse drug experience;

     o    product advertising and promotion;

     o    product manufacturing, including good manufacturing practices

     o    record keeping requirements;

     o    registration and listing of CEL-SCI's establishments and products with
          the FDA, EMA and other state and national agencies;

     o    product storage and shipping;

     o    drug sampling and distribution requirements;

     o    electronic record and signature requirements; and

     o    labeling changes or modifications.

     CEL-SCI and any  third-party  manufacturers  or suppliers must  continually
adhere to federal regulations setting forth requirements,  known as current Good
Manufacturing  Practices,  or cGMPs,  and their foreign  equivalents,  which are
enforced by the FDA, the EMA and other national  regulatory bodies through their
facilities inspection programs.  If CEL-SCI's  facilities,  or the facilities of
CEL-SCI's contract manufacturers or suppliers,  cannot pass a pre-approval plant
inspection,  the FDA,  EMA, or other  national  regulators  will not approve the
marketing  applications of CEL-SCI's product candidates.  In complying with cGMP
and  foreign  regulatory   requirements,   CEL-SCI  and  any  of  its  potential
third-party  manufacturers  or suppliers will be obligated to expend time, money
and effort in  production,  record-keeping  and  quality  control to ensure that
CEL-SCI's products meet applicable specifications and other requirements.

     If  CEL-SCI  does not comply  with  regulatory  requirements  at any stage,
whether before or after marketing  approval is obtained,  CEL-SCI may be subject
to license suspension or revocation, criminal prosecution,  seizure, injunction,
fines, be forced to remove a product from the market or experience other adverse
consequences, including restrictions or delays in obtaining regulatory marketing
approval for such  products or for other  products for which it seeks  approval.
This could  materially harm CEL-SCI's  financial  results,  reputation and stock
price.  Additionally,  CEL-SCI  may not be able to obtain  the  labeling  claims
necessary or desirable  for product  promotion.  CEL-SCI may also be required to
undertake   post-marketing   trials,  which  will  be  evaluated  by  applicable
authorities  to  determine if  CEL-SCI's  products may remain on the market.  If
CEL-SCI  or other  parties  identify  adverse  effects  after  any of  CEL-SCI's
products  are on the market,  or if  manufacturing  problems  occur,  regulatory
approval may be suspended or withdrawn.  CEL-SCI may be required to  reformulate
its  products,  conduct  additional  clinical  trials,  make  changes in product

                                       18


labeling or indications of use, or submit additional  marketing  applications to
support any changes.  If CEL-SCI encounters any of the foregoing  problems,  its
business  and results of  operations  will be harmed and the market price of its
common stock may decline.

     CEL-SCI cannot predict the extent of adverse  government  regulations which
might arise from future legislative or administrative action. Without government
approval, CEL-SCI will be unable to sell any of its products.

Foreign  governments  often impose  strict price  controls,  which may adversely
affect CEL-SCI's future profitability.

     CEL-SCI  intends to seek  approval to market  Multikine  in both the United
States and foreign  jurisdictions.  If CEL-SCI  obtains  approval in one or more
foreign jurisdictions, CEL-SCI will be subject to rules and regulations in those
jurisdictions relating to Multikine. In some foreign countries,  particularly in
the  European  Union,  prescription  drug  pricing is  subject  to  governmental
control. In these countries,  pricing negotiations with governmental authorities
can take  considerable  time after the receipt of marketing  approval for a drug
candidate.  To obtain  reimbursement  or  pricing  approval  in some  countries,
CEL-SCI  may  be  required  to  conduct  a  clinical  trial  that  compares  the
cost-effectiveness  of Multikine to other available therapies.  If reimbursement
of Multikine is unavailable or limited in scope or amount,  or if pricing is set
at  unsatisfactory   levels,  CEL-SCI  may  be  unable  to  achieve  or  sustain
profitability.

Risks Related to Intellectual Property

CEL-SCI may not be able to achieve or maintain a competitive position, and other
technological  developments  may result in  CEL-SCI's  proprietary  technologies
becoming uneconomical or obsolete.

     CEL-SCI is  involved in a  biomedical  field that is  undergoing  rapid and
significant  technological  change.  The pace of change continues to accelerate.
The successful  development of products from CEL-SCI's  compounds,  compositions
and  processes  through  CEL-SCI-financed  research,  or as a result of possible
licensing arrangements with pharmaceutical or other companies, is not assured.

     Many  companies  are working on drugs  designed to cure or treat  cancer or
cure and treat viruses,  such as H1N1.  Many of these  companies have financial,
research and development,  and marketing resources,  which are much greater than
CEL-SCI's, and are capable of providing significant long-term competition either
by establishing  in-house research groups or by forming  collaborative  ventures
with other entities. In addition,  smaller companies and non-profit institutions
are active in research  relating to cancer and  infectious  diseases.  CEL-SCI's
market share will be reduced or eliminated if CEL-SCI's  competitors develop and
obtain  approval for products that are safer or more  effective  than  CEL-SCI's
products.

CEL-SCI's  patents might not protect CEL-SCI's  technology from competitors,  in
which case CEL-SCI may not have any advantage  over  competitors  in selling any
products which it may develop.

                                       19


     Certain aspects of CEL-SCI's  technologies  are covered by U.S. and foreign
patents. In addition,  CEL-SCI has a number of new patent applications  pending.
There is no assurance that the applications  still pending or which may be filed
in the future will result in the issuance of any patents. Furthermore,  there is
no assurance as to the breadth and degree of protection any issued patents might
afford  CEL-SCI.  Disputes may arise between  CEL-SCI and others as to the scope
and validity of these or other  patents.  Any defense of the patents could prove
costly and time  consuming and there can be no assurance that CEL-SCI will be in
a position,  or will deem it advisable,  to carry on such a defense.  A suit for
patent  infringement  could  result in  increasing  costs,  delaying  or halting
development,  or even forcing  CEL-SCI to abandon a product.  Other  private and
public concerns,  including  universities,  may have filed applications for, may
have been issued, or may obtain additional  patents and other proprietary rights
to technology  potentially useful or necessary to CEL-SCI.  CEL-SCI currently is
not aware of any such patents,  but the scope and validity of such  patents,  if
any, and the cost and  availability  of such rights are  impossible  to predict.
Also, as far as CEL-SCI relies upon unpatented proprietary technology,  there is
no assurance  that others may not acquire or  independently  develop the same or
similar technology.

Much of CEL-SCI's intellectual property is protected as a trade secret, not as a
patent.

     Much of  CEL-SCI's  intellectual  property  pertains  to its  manufacturing
system,  certain aspects of which may not be suitable for patent filing and must
be protected as a trade secret. Those trade secrets must be protected diligently
by CEL-SCI to protect their disclosure to competitors,  since legal  protections
after disclosure may be minimal or non-existent.  Accordingly, much of CEL-SCI's
value is  dependent  upon its  ability to keep its trade  secrets  confidential.
Although CEL-SCI takes measures to ensure  confidentiality,  CEL-SCI may fail in
that  attempt.  In  addition,  in some cases a regulator  considering  CEL-SCI's
application  for product  approval may require the  disclosure of some or all of
CEL-SCI's proprietary  information.  In such a case, CEL-SCI must decide whether
to disclose  the  information  or forego  approval in a particular  country.  If
CEL-SCI  is  unable  to  market  its  products  in  key   countries,   CEL-SCI's
opportunities and value may suffer.

Risks Related to CEL-SCI's Common Stock

Since the market price for CEL-SCI's common stock is volatile, investors may not
be able to sell any of CEL-SCI's shares at a profit.

     The market price of CEL-SCI's  common stock,  as well as the  securities of
other  biopharmaceutical  and  biotechnology  companies,  have historically been
highly volatile,  and the market has from time to time  experienced  significant
price and volume fluctuations that are unrelated to the operating performance of
particular  companies.  During  the  twelve  months  ended  December  31,  2012,
CEL-SCI's  stock  price  has  ranged  from a low of $0.26 per share to a high of
$0.65 per share.  Factors such as fluctuations in CEL-SCI's  operating  results,
announcements  of  technological  innovations  or new  therapeutic  products  by
CEL-SCI or its competitors,  governmental regulation,  developments in patent or
other proprietary rights,  public concern as to the safety of products developed

                                       20


by CEL-SCI or other biotechnology and pharmaceutical companies,  publications by
market analysts, law suits, and general market conditions may have a significant
effect on the future market price of CEL-SCI's common stock.

Future sales of CEL-SCI's  securities may dilute the value of current investors'
holdings.

     The provisions in CEL-SCI's Articles of Incorporation relating to CEL-SCI's
preferred stock allow  CEL-SCI's  directors to issue preferred stock with rights
to multiple  votes per share and dividend  rights which would have priority over
any  dividends  paid with respect to  CEL-SCI's  common  stock.  The issuance of
preferred  stock  with  such  rights  may make more  difficult  the  removal  of
management  even if such removal would be considered  beneficial to shareholders
generally,  and will have the effect of limiting  shareholder  participation  in
certain  transactions  such as mergers or tender offers if such transactions are
not favored by incumbent management. In addition, CEL-SCI has issued warrants in
the past and may do so in the future.  These warrants,  providing a future right
to purchase  shares of  CEL-SCI's  common  stock at an  established  price,  may
further dilute the ownership of current shareholders.

     In order to raise  additional  capital,  CEL-SCI may need to sell shares of
its common stock,  or securities  convertible  into common stock, at prices that
may be below the prevailing  market price of CEL-SCI's  common stock at the time
of sale.  Since CEL-SCI's  stock price has been volatile,  even a sale at market
price one week may  represent a  substantial  "discount"  over the prior  week's
price.  Future  sales of  CEL-SCI's  securities  will dilute  CEL-SCI's  current
stockholders and investors and may have a negative effect on the market price of
its common stock.

Shares issuable upon the conversion of notes or upon the exercise of outstanding
warrants and options may  substantially  increase the number of shares available
for sale in the public  market and may  depress  the price of  CEL-SCI's  common
stock.

     CEL-SCI has outstanding  convertible debt, as well as options and warrants,
which as of the date of this prospectus,  could potentially allow the holders to
acquire a  substantial  number of shares of CEL-SCI's  common  stock.  Until the
convertible  debt is repaid,  and the options and warrants  expire,  the holders
will have an  opportunity  to profit from any  increase  in the market  price of
CEL-SCI's  common  stock  without  assuming the risks of  ownership.  Holders of
options and warrants may exercise these  securities at a time when CEL-SCI could
obtain  additional  capital on terms more  favorable  than those provided by the
options or warrants.  The conversion of the notes or debt or the exercise of the
options and warrants  will dilute the voting  interest of the current  owners of
outstanding shares by adding a substantial number of additional shares of common
stock.

     Substantially  all of the shares of common stock that are issuable upon the
conversions  of the notes or debt,  of the exercise of  outstanding  options and
warrants,  may be sold in the public market.  The sale of common stock described
above, or the perception that such sales could occur,  may adversely  affect the
market price of CEL-SCI's common stock.

     Any decline in the price of  CEL-SCI's  common  stock may  encourage  short
sales,  which could place  further  downward  pressure on the price of CEL-SCI's

                                       21


common stock.  Short selling is a practice of selling shares which are not owned
by a seller at that time,  with the  expectation  that the  market  price of the
shares  will  decline  in value  after the sale,  providing  the short  seller a
profit.

                             COMPARATIVE SHARE DATA

                                                  Number of Shares

Shares outstanding as of December 31, 2012          308,910,390

     The number of shares  outstanding  as of December 31, 2012 excludes  shares
which may be issued  upon the  exercise  of the  options or  warrants  described
below.

Other Shares Which May Be Issued:
                                                     Number of           Note
                                                      Shares          Reference

Shares issuable upon exercise of Series L            7,250,000         A
and M warrants

Shares issuable upon the exercise of
Series N warrants                                    5,187,709         B

Shares issuable upon the exercise of warrants
held by private investors                            8,776,875         C

Shares issuable upon exercise of options granted
to CEL-SCI's officers,  directors, employees,
consultants, and third parties                      48,567,088         D

Shares issuable upon exercise of Series A warrants   1,303,472         E

Shares issuable upon conversion of loan payable to
officer and director                                 2,760,142         F

Shares issuable upon exercise of warrants held by
officer and director                                 3,497,539         F

Shares issuable upon exercise of Series B warrants     500,000         G

Shares issuable upon exercise of Series C warrants   4,634,886         H

Shares issuable upon exercise of Series E warrants     714,286         I

Shares issuable upon exercise of Series F warrants  12,000,000         J

                                       22


Shares issuable upon exercise of Series G warrants     666,667         J

Shares issuable upon exercise of Series H warrants  12,000,000         K

Shares issuable upon exercise of Series P warrants   5,900,000         L

Shares issuable upon exercise of Series Q warrants  12,000,000         M

Shares issuable upon exercise of Series R warrants  26,250,000         N

A. The Series L warrants allow the holders to purchase up to:

     o    250,000 shares of CEL-SCI's common stock at a price of $0.75 per share
          at any time on or before April 17, 2014

     o    1,000,000  shares of  CEL-SCI's  common  stock at a price of $0.34 per
          share at any time on or before April 17, 2013.

     The Series M warrants allow the holders to purchase up to 6,000,000  shares
of CEL-SCI's common stock at a price of $0.34 per shares.  The Series M warrants
expire on July 31, 2014.

B. On August  18,  2008,  CEL-SCI  sold  1,383,389  shares  of common  stock and
2,075,084  warrants in a private  financing  for  $1,037,500.  In June 2009,  an
additional 1,166,667 shares and 1,815,698 warrants were issued to the investors.
In October 2011, an additional 833,334 shares and 1,296,927 warrants were issued
to the  investors.  Each  warrant  entitles  the holder to purchase one share of
CEL-SCI's common stock at a price of $0.30 per share at any time prior to August
18, 2014.

C.  Between  May 30,  2003 and July 8, 2009,  CEL-SCI  sold shares of its common
stock in private transactions. In some cases warrants were issued as part of the
financings.  The names of the warrant  holders and the terms of the warrants are
shown below:

                                      Shares Issuable
                             Issue    Upon Exercise    Exercise   Expiration
Warrant Holder               Date       of Warrants     Price        Date

Eastern Biotech             5/30/03      400,000       $ 0.47      5/30/13

Cher Ami Holdings           7/18/05      375,000       $ 0.65      7/18/14

Cher Ami Holdings            2/9/06      150,000       $ 0.56      2/09/14

Eastern Biotech             4/17/06      800,000       $ 1.25      6/30/13

Cher Ami Holdings           5/18/06      800,000       $ 0.82      5/17/14

VIF II CEL-SCI Partners,    1/26/09    3,787,500       $ 0.75      1/26/14
LLC

                                       23


VIF II CEL-SCI Partners,    3/31/09 -                              3/31/14-
LLC                         6/30/09    2,296,875       $ 0.75      6/30/14

Christian Schleuning         7/8/09      167,500       $ 0.50       1/8/15
                                      ----------
                                       8,776,875

     The shares of common stock  issuable  upon the  exercise of these  warrants
were registered by means of a separate registration statement.

D. The options are  exercisable at prices ranging from $0.16 to $2.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

E.  Between  June 23 and July 1, 2009,  CEL-SCI  sold  15,099,346  shares of its
common stock at a price of $0.40 per share.  The investors in this offering also
received 10,116,560 Series A warrants. Each Series A warrant entitles the holder
to purchase one share of CEL-SCI's  common  stock.  The Series A warrants may be
exercised at any time on or after  December 24, 2009 and on or prior to December
24,  2014 at a price of $0.50 per share.  As of  December  31,  2012,  8,813,088
Series A warrants had been exercised.

     F. Between  December  2008 and June 2009,  Maximilian  de Clara,  CEL-SCI's
President  and a director,  loaned  CEL-SCI  $1,104,057.  The loan was initially
payable at the end of March, 2009, but was extended to the end of June, 2009. At
the time the loan was due, and in accordance  with the loan  agreement,  CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase  1,648,244
shares of CEL-SCI's  common stock at a price of $0.40 per share.  The warrant is
exercisable at any time prior to December 24, 2014.  Although the loan was to be
repaid from the proceeds of CEL-SCI's  financing,  CEL-SCI's Directors deemed it
beneficial not to repay the loan and  negotiated a second  extension of the loan
with Mr. de Clara on terms similar to the June 2009  financing.  Pursuant to the
terms of the second  extension the note is now due on July 6, 2014,  but, at Mr.
de Clara's  option,  the loan can be converted  into shares of CEL-SCI's  common
stock.  The number of shares  which will be issued upon any  conversion  will be
determined  by  dividing  the  amount  to be  converted  by  $0.40.  As  further
consideration  for the second  extension,  Mr. de Clara received  warrants which
allow Mr. de Clara to purchase  1,849,295  shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to January 6, 2015.  On May 13, 2011,
to recognize Mr. de Clara's  willingness to agree to subordinate his note to the
convertible  preferred  shares and  convertible  debt as part of the  settlement
agreement,  CEL-SCI  extended the maturity date of the note to July 6, 2015. The
loan from Mr. de Clara  bears  interest at 15% per year and is secured by a lien
on  substantially  all of CEL-SCI's  assets.  CEL-SCI does not have the right to
prepay the loan without Mr. de Clara's consent. As of December 31, 2012, none of
the warrants issued to Mr. De Clara had been exercised.

G. On August  31,  2009,  CEL-SCI  borrowed  $2,000,000  from two  institutional
investors.  The loans are evidenced by CEL-SCI's Series B promissory notes which
were repaid in September  2009. The Series B note holders also received Series B
warrants  which allow the holders to purchase up to 500,000  shares of CEL-SCI's

                                       24


common  stock  at a price of $0.68  per  share.  The  Series B  warrants  may be
exercised at any time prior to September 4, 2014. As of December 31, 2012,  none
of the Series B Warrants had been exercised.

H. On August 20, 2009,  CEL-SCI sold 10,784,435  shares of its common stock to a
group of private investors for $4,852,995 or $0.45 per share. The investors also
received  Series C warrants  which entitle the  investors to purchase  5,392,217
shares of CEL-SCI's  common stock. The Series C warrants may be exercised at any
time prior to February  20,  2015 at a price of $0.55 per share.  As of December
31, 2012, 757,331 Series C warrants had been exercised.

I. On September 21, 2009,  CEL-SCI sold 14,285,715 shares of its common stock to
a group of private  investors for $20,000,000 or $1.40 per share.  The investors
also  received  Series D warrants  which entitle the investors to purchase up to
4,714,284  shares of  CEL-SCI's  common  stock.  The  Series D  warrants  may be
exercised at any time prior to September 21, 2011 at a price of $1.50 per share.
On September 21, 2011, all Series D warrants expired.

     CEL-SCI paid Rodman & Renshaw, LLC, the placement agent for the offering, a
cash commission of $1,000,000,  as well as an expense  reimbursement of $37,500.
CEL-SCI also issued Rodman & Renshaw  714,286  Series E warrants.  Each Series E
warrant entitles the holder to purchase one share of CEL-SCI's common stock. The
Series E warrants  may be  exercised  at any time prior to August 12,  2014 at a
price of $1.75 per share. As of December 31, 2012, none of the Series E warrants
had been exercised.

J. On October 3, 2011  CEL-SCI sold  13,333,334  shares of its common stock to a
group of private investors for $4,000,000 or $0.30 per share. The investors also
received  Series F warrants  which  entitle  the  investors  to  purchase  up to
12,000,000  shares of  CEL-SCI's  common  stock.  The Series F  warrants  may be
exercised at any time prior to October 6, 2014 at a price of $0.40 per share.

     CEL-SCI paid Chardan  Capital  Markets,  LLC, the placement  agent for this
offering, a cash commission of $140,000, and issued 666,667 Series G warrants to
Chardan.  Each Series G warrant  entitles  the holder to  purchase  one share of
CEL-SCI's common stock. The Series G warrants may be exercised at any time prior
to August 12, 2014 at a price of $0.40 per share.

     As of  December  31,  2012,  none of the  Series F or G  warrants  had been
exercised.

K. On January 25, 2012,  CEL-SCI sold  16,000,000  shares of its common stock to
institutional  investors for  $5,760,000 or $0.36 per share.  The investors also
received  Series H warrants  which  entitle  the  investors  to  purchase  up to
12,000,000  shares of  CEL-SCI's  common  stock.  The Series H  warrants  may be
exercised at any time prior to August 1, 2015 at a price of $0.50 per share.  As
of December 31, 2012, none of the Series H warrants had been exercised.

L. On February  10,  2012,  CEL-SCI  issued  5,900,000  Series P warrants to the
former holder of the Series O warrants as an inducement  for the early  exercise
of the Series O warrants.  The Series P warrants allow the holder to purchase up
to 5,900,000 shares of CEL-SCI's common stock at a price of $0.45 per share. The

                                       25


Series P warrants  are  exercisable  at any time  prior to March 7, 2017.  As of
December 31, 2012, none of the Series P warrants had been exercised.

M. On June 21, 2012,  CEL-SCI sold  16,000,000  shares of its common stock, at a
price of $0.35 per share,  in a  registered  direct  offering  to  institutional
investors,  representing  gross proceeds of $5,600,000.  Investors also received
Series Q warrants to purchase up to 12,000,000  shares of CEL-SCI's common stock
at a price of $0.50  per  share at any time on or after  December  22,  2012 and
prior to December  22,  2015.  As of  December  31,  2012,  none of the Series Q
warrants had been exercised.

N. On December 4, 2012 CEL-SCI  Corporation sold 35,000,000 shares of its common
stock for $10,500,000 or $0.30 per share, in a registered  direct offering.  The
investors in this  offering also  received  Series R warrants  which entitle the
investors to purchase up to 26,250,000  shares of CEL-SCI's  common  stock.  The
Series R warrants  may be  exercised at any time on or after June 7, 2013 and on
or before December 7, 2016 at a price of $0.40 per share.

                        MARKET FOR CEL-SCI'S COMMON STOCK

     As of December 31, 2012 there were  approximately  1,100 record  holders of
CEL-SCI's  common stock.  CEL-SCI's common stock is traded on the NYSE MKT under
the symbol "CVM".  Set forth below are the range of high and low  quotations for
CEL-SCI's  common  stock for the periods  indicated as reported on the NYSE MKT.
The market  quotations  reflect  inter-dealer  prices,  without retail  mark-up,
mark-down or commissions and may not necessarily represent actual transactions.

        Quarter Ending         High             Low

         12/31/09             $1.79             $0.85
          3/31/10             $1.12             $0.50
          6/30/10             $0.76             $0.45
          9/30/10             $0.84             $0.43

         12/31/10             $1.05             $0.60
          3/31/11             $0.86             $0.51
          6/30/11             $0.74             $0.46
          9/30/11             $0.57             $0.35

         12/31/11             $0.42             $0.27
          3/31/12             $0.65             $0.28
          6/30/12             $0.58             $0.34
          9/30/12             $0.47             $0.31

         12/31/12             $0.39             $0.26

     Holders  of common  stock  are  entitled  to  receive  dividends  as may be
declared by the Board of Directors  out of legally  available  funds and, in the
event of liquidation,  to share pro rata in any distribution of CEL-SCI's assets

                                       26


after payment of  liabilities.  CEL-SCI's Board of Directors is not obligated to
declare a dividend.  CEL-SCI has not paid any  dividends on its common stock and
CEL-SCI does not have any current plans to pay any common stock dividends.

     The provisions in CEL-SCI's Articles of Incorporation relating to CEL-SCI's
preferred  stock would allow  CEL-SCI's  directors to issue preferred stock with
rights to multiple votes per share and dividend rights which would have priority
over any dividends paid with respect to CEL-SCI's  Common Stock. The issuance of
preferred  stock  with  such  rights  may make more  difficult  the  removal  of
management  even if such removal would be considered  beneficial to shareholders
generally,  and will have the effect of limiting  shareholder  participation  in
certain  transactions  such as mergers or tender offers if such transactions are
not favored by incumbent management.

     The market price of CEL-SCI's  common stock,  as well as the  securities of
other  biopharmaceutical  and  biotechnology  companies,  have historically been
highly volatile,  and the market has from time to time  experienced  significant
price and volume fluctuations that are unrelated to the operating performance of
particular  companies.  Factors  such as  fluctuations  in  CEL-SCI's  operating
results,  announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors,  governmental regulation,  developments in patent
or other  proprietary  rights,  public  concern  as to the  safety  of  products
developed by CEL-SCI or other  biotechnology and pharmaceutical  companies,  and
general market  conditions may have a significant  effect on the market price of
CEL-SCI's common stock.

                              PLAN OF DISTRIBUTION

     CEL-SCI may sell shares of its common stock,  preferred stock,  convertible
preferred stock,  rights,  or warrants in and/or outside the United States:  (i)
through underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single  purchaser;  or (iii) through agents.  The applicable  prospectus
supplement  with  respect to the offered  securities  will set forth the name or
names of any  underwriters or agents,  if any, the purchase price of the offered
securities  and the  proceeds to CEL-SCI  from such sale,  any delayed  delivery
arrangements,   any   underwriting   discounts  and  other  items   constituting
underwriters' compensation,  any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any compensation paid
to a placement  agent.  Any initial  public  offering price and any discounts or
concessions  allowed or reallowed or paid to dealers may be changed from time to
time.

     Notwithstanding  the  above,  the  maximum  commission  or  discount  to be
received by any NASD  member or  independent  broker-dealer  will not be greater
than 10% in connection with the sale of any securities  offered by means of this
prospectus   or   any   related   prospectus   supplement,   exclusive   of  any
non-accountable expense allowance. Any securities issued by CEL-SCI to any FINRA
member or independent  broker-dealer in connection with an offering of CEL-SCI's
securities will be considered  underwriting  compensation  and may be restricted
from  sale,  transfer,  assignment,  or  hypothecation  for a number  of  months

                                       27


following  the effective  date of the  offering,  except to officers or partners
(not  directors)  of any  underwriter  or member of a selling group and/or their
officers or partners.

      CEL-SCI's securities may be sold:

          o    At a fixed price.

          o    As the result of the  exercise  of  warrants  or  rights,  or the
               conversion  of  preferred  shares or notes,  at fixed or  varying
               prices,  as determined  by the terms of the  warrants,  rights or
               convertible securities.

          o    At varying prices in at the market offerings.

          o    In privately negotiated  transactions,  at fixed prices which may
               be changed,  at market prices  prevailing at the time of sale, at
               prices related to such prevailing  market prices or at negotiated
               prices.

     If  underwriters  are used in the  sale,  the  offered  securities  will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public offering price or at varying prices determined at the time of sale.
The  securities  may  be  offered  to the  public  either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as  underwriters.  The  underwriter  or  underwriters  with
respect to a particular  underwritten  offering of securities to be named in the
prospectus  supplement  relating  to  such  offering  and,  if  an  underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the  cover of such  prospectus  supplement.  Unless  otherwise  set forth in the
prospectus  supplement,  the  obligations  of the  underwriters  to purchase the
offered securities will be subject to conditions  precedent and the underwriters
will be obligated to purchase all the offered securities if any are purchased.

     If dealers  are  utilized in the sale of offered  securities  in respect of
which this prospectus is delivered,  CEL-SCI will sell the offered securities to
the dealers as principals. The dealers may then resell the offered securities to
the  public at varying  prices to be  determined  by the  dealers at the time of
resale.  The names of the dealers and the terms of the  transaction  will be set
forth  in the  prospectus  supplement  relating  to the  securities  sold to the
dealers.

     If an agent is used in an offering of offered securities, the agent will be
named,  and the  terms  of the  agency  will  be set  forth,  in the  prospectus
supplement.  Unless otherwise indicated in the prospectus  supplement,  an agent
will act on a best efforts basis for the period of its appointment.

     The securities may be sold directly by CEL-SCI to  institutional  investors
or  others,  who may be deemed to be  underwriters  within  the  meaning  of the
Securities  Act with  respect to any resale of the  securities  purchased by the
institutional  investors.  The terms of any of the sales, including the terms of
any bidding or auction process,  will be described in the applicable  prospectus
supplement.

                                       28


     CEL-SCI may permit agents or underwriters to solicit offers to purchase its
securities  at the public  offering  price set forth in a prospectus  supplement
pursuant to a delayed delivery arrangement providing for payment and delivery on
the date stated in the prospectus  supplement.  Any delayed  delivery  contract,
when  issued,  will  contain  definite  fixed  price  and  quantity  terms.  The
obligations of any purchaser pursuant to a delayed delivery contract will not be
subject to any market outs or other conditions other than the condition that the
delayed  delivery  contract  will not violate  applicable  law. In the event the
securities  underlying the delayed delivery contract are sold to underwriters at
the time of performance of the delayed delivery contract,  those securities will
be sold to those  underwriters.  Each delayed delivery contract shall be subject
to  CEL-SCI's  approval.  CEL-SCI  will  pay  the  commission  indicated  in the
prospectus   supplement  to  underwriters  or  agents  soliciting  purchases  of
securities pursuant to delayed delivery arrangements accepted by CEL-SCI.

     Notwithstanding  the  above,  while  prospectus   supplements  may  provide
specific  offering  terms,  or add to or update  information  contained  in this
prospectus,  any fundamental changes to the offering terms will be made by means
of a post-effective amendment.

     Agents,  dealers and underwriters may be entitled under agreements  entered
into  with  CEL-SCI  to  indemnification  from  CEL-SCI  against  certain  civil
liabilities,  including liabilities under the Securities Act, or to contribution
with respect to payments made by such agents, dealers or underwriters.

                            DESCRIPTION OF SECURITIES

Common Stock

     CEL-SCI is authorized  to issue  600,000,000  shares of common stock,  (the
"common stock").  Holders of common stock are each entitled to cast one vote for
each share held of record on all matters  presented to shareholders.  Cumulative
voting is not  allowed;  hence,  the  holders of a majority  of the  outstanding
common stock can elect all directors.

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by the Board of Directors out of funds legally available  therefor and,
in the event of liquidation,  to share pro rata in any distribution of CEL-SCI's
assets after  payment of  liabilities.  The board is not  obligated to declare a
dividend.  It is not anticipated  that dividends will be paid in the foreseeable
future.

     Holders  of common  stock do not have  preemptive  rights to  subscribe  to
additional  shares if issued by CEL-SCI.  There are no  conversion,  redemption,
sinking  fund or  similar  provisions  regarding  the common  stock.  All of the
outstanding  shares of common stock are fully paid and non-assessable and all of
the shares of common  stock  offered as a  component  of the Units will be, upon
issuance, fully paid and non-assessable.

                                       29


Preferred Stock

     CEL-SCI is  authorized  to issue up to 200,000  shares of preferred  stock.
CEL-SCI's Articles of Incorporation  provide that the Board of Directors has the
authority to divide the preferred  stock into series and, within the limitations
provided  by  Colorado   statute,   to  fix  by  resolution  the  voting  power,
designations,  preferences, and relative participation,  special rights, and the
qualifications,  limitations  or  restrictions  of the  shares of any  series so
established.  As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without  shareholder  approval,  the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI. As of
December 31, 2012 no shares of preferred stock were outstanding.

Warrants Held by Private Investors

     See  "Comparative   Share  Data"  for  information   concerning   CEL-SCI's
outstanding options, warrants and convertible securities.

Transfer Agent

     Computershare  Trust Company,  Inc., of Denver,  Colorado,  is the transfer
agent for CEL-SCI's common stock.

                                     EXPERTS

     The financial  statements as of September 30, 2012 and 2011 and for each of
the three years in the period ended September 30, 2012 incorporated by reference
in this  Prospectus  have been so  incorporated in reliance on the report of BDO
USA, LLP, an independent registered public accounting firm,  incorporated herein
by  reference,  given on the  authority  of said firm as experts in auditing and
accounting.

                                 INDEMNIFICATION

     CEL-SCI's bylaws authorize indemnification of a director, officer, employee
or agent of CEL-SCI  against  expenses  incurred by him in  connection  with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity,  except for  liabilities  arising from his own
misconduct  or  negligence  in  performance  of his duty.  In  addition,  even a
director,  officer,  employee,  or agent of  CEL-SCI  who was found  liable  for
misconduct  or  negligence  in the  performance  of his  duty  may  obtain  such
indemnification  if, in view of all the  circumstances  in the case,  a court of
competent jurisdiction  determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers,  or persons
controlling  CEL-SCI  pursuant  to the  foregoing  provisions,  CEL-SCI has been
informed that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.

                                       30


                             ADDITIONAL INFORMATION

     CEL-SCI is subject to the  requirements  of the Securities  Exchange Act of
l934 and is required to file reports,  proxy  statements  and other  information
with the Securities and Exchange Commission.  Copies of any such reports,  proxy
statements and other  information filed by CEL-SCI can be read and copied at the
Commission's  Public  Reference Room at 100 F Street,  N.E.,  Washington,  D.C.,
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference  Room by calling the  Commission  at  1-800-SEC-0330.  The  Commission
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.

     CEL-SCI will provide, without charge, to each person to whom a copy of this
prospectus is delivered,  including any  beneficial  owner,  upon the written or
oral request of such person, a copy of any or all of the documents  incorporated
by reference below (other than exhibits to these documents,  unless the exhibits
are  specifically  incorporated  by reference  into this  prospectus).  Requests
should be directed to:

                               CEL-SCI Corporation
                             8229 Boone Blvd., #802
                             Vienna, Virginia 22182
                                 (703) 506-9460

     The following documents filed with the Commission by CEL-SCI (Commission
File No. 001-11889) are incorporated by reference into this prospectus:

          (1)  Annual  Report on Form 10-K for the fiscal  year ended  September
               30, 2012.

          (2)  Report on Form 8-K filed on December 5, 2012.

          (3)  Report on Form 8-K filed on December 26, 2012.


          (4)  Preliminary Proxy Statement filed on January 25, 2013.

          (5)  Report on Form 10-Q for the three months ended  December 31, 2012
               filed on February 8, 2013.

          (6)  Amended Preliminary Proxy Statement filed on February 15, 2013.

          (7)  Registration Statement on Form 8-A filed on July 2, 1996.



      All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

      Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by CEL-SCI to offer and sell
securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.

      CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.

No dealer salesman or other person has been authorized to give any information
or to make any representations, other than those contained in this prospectus.
Any information or representation not contained in this prospectus must not be
relied upon as having been authorized by CEL-SCI. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.

                                       31


     CEL-SCI  has  filed  with  the   Securities   and  Exchange   Commission  a
Registration  Statement  under the  Securities  Act of l933,  as  amended,  with
respect to the securities  offered by this prospectus.  This prospectus does not
contain all of the  information  set forth in the  Registration  Statement.  For
further  information with respect to CEL-SCI and such  securities,  reference is
made  to  the  Registration  Statement  and  to  the  exhibits  filed  with  the
Registration  Statement.  Statements  contained  in  this  prospectus  as to the
contents  of any  contract  or  other  documents  are  summaries  which  are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an exhibit to the  Registration  Statement,
each such  statement  being  qualified  in all respects by such  reference.  The
Registration  Statement  and  related  exhibits  may  also  be  examined  at the
Commission's internet site.

No dealer  salesman or other person has been  authorized to give any information
or to make any  representations,  other than those contained in this prospectus.
Any information or  representation  not contained in this prospectus must not be
relied  upon as having been  authorized  by CEL-SCI.  This  prospectus  does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  the
securities  offered hereby in any state or other  jurisdiction  to any person to
whom it is unlawful to make such offer or solicitation.  Neither the delivery of
this  prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create an  implication  that there has been no change in the  affairs of CEL-SCI
since the date of this prospectus.

                                       32


                                TABLE OF CONTENTS

                                                                        Page

Prospectus Summary  ...................................................
Risk Factors ..........................................................
Comparative Share Data ................................................
Plan of Distribution ..................................................
Description of Securities .............................................
Legal Proceedings .....................................................
Experts ...............................................................
Indemnification .......................................................
Additional Information ................................................

                                  Common Stock

                               CEL-SCI CORPORATION


                                   PROSPECTUS



                                       33


                                     PART II
                     Information Not Required in Prospectus


Item 14. Other Expenses of Issuance and Distribution

             SEC Filing Fee                                     $6,820
             Legal Fees and Expenses                            25,000
             Accounting Fees and Expenses                       20,000
             Miscellaneous Expenses                              1,800
                                                                ------
                  TOTAL                                        $53,000
                                                               =======

             All expenses other than the S.E.C. filing fees
             are estimated.

Item 25. Indemnification of Officers and Directors.

     It is provided by Section  7-109-102 of the Colorado  Revised  Statutes and
CEL-SCI's  Bylaws  that  CEL-SCI  may  indemnify  any and  all of its  officers,
directors,  employees  or agents or former  officers,  directors,  employees  or
agents,   against  expenses  actually  and  necessarily  incurred  by  them,  in
connection  with  the  defense  of any  legal  proceeding  or  threatened  legal
proceeding,  except as to matters in which such persons  shall be  determined to
not have acted in good faith and in the best interest of CEL-SCI.

Item 16.  Exhibits

3(a)  Articles of Incorporation       Incorporated by reference to Exhibit 3(a)
                                      of CEL-SCI's   combined   Registration
                                      Statement   on   Form   S-1  and
                                      Post-Effective Amendment ("Registration
                                      Statement"), Registration Nos. 2-85547-D
                                      and 33-7531.

3(b)  Amended  Articles               Incorporated  by  reference  to  Exhibit
                                      3(a) of CEL-SCI's Registration Statement
                                      on Form S-1, Registration  Nos. 2-85547-D
                                      and 33-7531.

3(c)  Amended Articles (Name change   Filed as Exhibit 3(c) to CEL-SCI's
      only)                           Registration Statement on Form S-1
                                      Registration  Statement  (No.33-34878).

3(d)  Bylaws                          Incorporated by reference to Exhibit 3(b)
                                      of  CEL-SCI's Registration Statement on
                                      Form S-1, Registration Nos. 2-85547-D and
                                      33-7531.

4     Shareholders  Rights Agreement  Incorporated by reference to Exhibit 4
                                      of CEL-SCI'S report on Form 8-K dated
                                      November 7, 2007.

5     Opinion of Counsel              _______________


                                       34


10(d) Employment Agreement with         Incorporated  by reference to Exhibit
      Maximilian d Clara                10(d) of CEL-SCI's report on Form 8-K
                                        (dated April 21, 2005) and Exhibit 10(d)
                                        to CEL-SCI's report on Form 8-K dated
                                        September 8, 2006.

10(f) Distribution and Royalty          Incorporated by reference to Exhibit
      Agreement With Eastern            10(x) to Amendemnet No. 2 to CEL-SCI's
      Biotech                           Registration statement on Form S-3
                                        (Commission File No. 333-106879).

10(g) Securities Purchase Agreement     Incorporated by reference to Exhibit 10
      (together with schedule           CEL-SCI's report on Form 8-K date April
      required by Instruction 2 to      4, 2006.
      Item 601 of Regulation S-K)
      pertaingin to Series K notes
      and warrants, together with The
      exhibits to the Securities
      Purchase Agreement.

10(h) Subscription Agreement (together  Incorporated to refernece to Exhibit 10
      with Schedule required by         of CEL-SCI's report on Form 8-K dated
      Instruction 2 to Item 601 of      April 18, 2007.
      Regulation S-K) pertaining to
      April 2007 sales of 20,000,000
      shares of CEL-SCI's common
      stock, 10,000,000 Series L
      warrants and 10,000,000 Series
      M warrants.

10(i) Warrant Adjustment Agreement      Incorporated reference to Exhibit 10(i)
      with Laksya Ventures              of CEL-SCI's report of Form 8-K date
                                        August 3, 2010.

10(j) Employment Agreement with         Incorporated by reference to Exhibit
      Patricia Prichep                  10(j) of CEL-SCI's report on Form 8-K
                                        dated August 30, 2010.

10(k) Employment Agreement with         Incorporated by reference to Exhibit
      Eyal Talor                        10(k) of CEL-SCI's report on Form 8-K
                                        dated August 30, 2010.

10(l) Amendment to Employment           Incorporated by refernece to Exhibit
      Agreement with Maximilian         10(l) of CEL-SCI's report on Form 8-K
      de Clara                          dated August 30, 2010.

10(m) Amendment to Development          Incorporated by reference to Exhibit
      Supply and Distribution           10(m) filed with CEL-SCI's 10-K report
      Agreement with Orient             for the year ended September 30, 2010.
      Europharma. (part of
      Exhibit 10(m) has been
      omitted pursuant to a
      request for confidential
      treatment).

                                       35


10(n) Licensing Agreement with          Incorporated by reference to Exhibit
      Teva Pharmaceutical               10(n) filed with CEL-SCI's 10-K report
      Industries Ltd. (parts            for the year ended September 30, 2010.
      of Exhibit 10(n) have been
      omitted pursuant to a
      request for confidential
      treatment).

10(o) Lease Agreement (parts of         Incorporated by reference to Exhibit
      Exhibit 10(o) have been           10(o) filed with CEL-SCI's 10-K report
      omitted pursuant to a             for the year ended September 30, 2010.
      request for confidential
      treatment).

10(p) Loan Agreements with Maximilian   Incorporated by reference to Exhibit
      de Clara                          10(p) file with CEL-SCI's 10-K report
                                        for the year ended September 30, 2010.

10(q) Licensing Agreement with Byron    Incorporated by reference to Exhibit
      Biopharma                         10(i) of CEL-SCI's report on Form 8-K
                                        dated March 27, 2009.


10(r) At Market Issuance Sales          Incorporated by reference to Exhibit
      Agreement with McNicoll,          10(r) filed with CEL-SCI's 10-K report
      Lewis & Vlak LLC                  for the year ended September 30, 2010.


10(z) Development, Supply and           Incorporated by reference to Exhibit
      Distribution Agreement with       10(z) filed with CEL-SCI's report on
      Orient Europharma                 Form 10-K for the year ended September
                                        30, 2003.

10(za) Employment Agreement with        Incorporated by reference to Exhibit
       Geert Kersten                    10(za) to CEL-SCI's report on Form 8-K
                                        date September 1, 2011.

10(aa) Securities Purchase Agreement    Incorporated by reference to Exhibit
       and form of the Seires F         10(aa) of CEL-SCI's report on Form 8-K
       warrants, which is and exhibit   dated October 3, 2011.
       to the Securities Purchase
       Agreement

 10(bb)Placement Agent Agreement         Incorporated by reference to Exhibit
                                         10(bb) of CEL-SCI's report on Form 8-K
                                         dated October 3, 2011.

10(cc) Securities Purchase Agreement,    Incorporated by reference to Exhibit
       together with the form of the     10(cc) of CEL-SCI's report on Form
       Series H warrant, which is an     8-K dated January 25, 2012.
       exhibit to the Securities
       Purchase Agreement

                                       36


10(dd) Placement Agent Agreement         Incorporated by reference to Exhibit
                                         10(dd)  of CEL-SCI's report on Form
                                         8-K dated January 25, 2012.

10(ee) Warrant Amendment Agreement,      Incorporated by reference to Exhibit
       with the form of teh Series       10(ee) of CEL-SCI's report on Form 8-K
       P warrant which is an exhibit     dated February 10, 2012.
       to the Warrant Amendment
       Agreement

10(ff) Placement Agent Agreement         Incorporated by reference to Exhibit
                                         10(ff)  of CEL-SCI's report on Form 8-K
                                         dated February 10, 2012.

10(gg) Securities Purchase Agreement     Incorporated by reference to Exhibit
       and the form of the Series Q      10(gg) of CEL-SCI's report on Form 8-K
       warrant, which is an Exhibit      dated June 18, 2012.
       to the Securities Purchase
       Agreement.

10(hh) Placement Agent Agreement         Incorporated by reference to Exhibit
                                         10(hh)  of CEL-SCI's report on Form 8-K
                                         dated June 18, 2012.

23.1   Consent of Hart & Hart, LLC        _________________

23.2   Consent of BDO USA, LLP            _________________

Item 17. Undertakings.

         The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement.

          (i) To include  any  prospectus  required  by Section  l0(a)(3) of the
     Securities Act of l933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration Statement;

          (iii)To include any material  information  with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material  change  to  such  information  in  the  Registration   Statement,
     including  (but not  limited  to) any  addition  or  deletion of a managing
     underwriter.


                                       37



     (2) That, for the purpose of determining any liability under the Securities
Act of l933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification  for liabilities  arising under the Securities Act of
l933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  the  Registrant  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.









                                       38



                                POWER OF ATTORNEY

     The  registrant  and each  person  whose  signature  appears  below  hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone,  to file one or more  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  which  amendments  may make such
changes  in  this  Registration  Statement  as  such  agent  for  service  deems
appropriate,  and the Registrant and each such person hereby appoints such agent
for service as  attorney-in-fact,  with full power to act alone, to exe- cute in
the name and in behalf of the Registrant and any such person,  individually  and
in each  capacity  stated  below,  any  such  amendments  to  this  Registration
Statement.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Vienna,  State  of  Virginia,  on the  22nd day of
February, 2013.

                               CEL-SCI CORPORATION

                                       By:  /s/ Maximilian de Clara
                                            -----------------------------
                                            Maximilian de Clara, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                            Title                  Date
---------                            -----                  -----

/s/ Maximilian de Clara       Director and Principal    February 22, 2013
------------------------
Maximilian de Clara           Executive Officer


/s/ Geert R. Kersten          Director, Principal       February 22, 2013
------------------------
Geert R. Kersten              Financial Officer,
                              Principal Accounting
                              Officer and Chief
                              Executive Officer

                              Director
---------------------------
Alexander G. Esterhazy

                              Director
------------------------
C. Richard Kinsolving, Ph.D.

/s/ Peter R. Young            Director                  February 22, 2013
------------------------
Peter R. Young, Ph.D.





                               CEL-SCI CORPORATION

                                    FORM S-3

                                    EXHIBITS