As filed with the Securities and Exchange Commission on __________, 2014.

                                                      Registration No 333-196243

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3

                                 AMENDMENT NO. 1


                          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 & Trinen
                             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. [ ]



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                               $75,000,000    $75,000,000        $9,660


(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  conversion  or exercise of these  securities,  at an initial
offering  price  not  to  exceed  $75,000,000,  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
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 CEL-SCI 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.

     On June 25,  2013,  CEL-SCI's  shareholders  approved  a  reverse  split of
CEL-SCI's  common stock.  The reverse split became  effective on the NYSE MKT on
September 25, 2013.  On that date,  every ten issued and  outstanding  shares of
CEL-SCI's common stock  automatically  converted into one outstanding share. All
references  to  shares  of  common  stock  and per  share  data for all  periods
presented have been adjusted to reflect the reverse stock split on a retroactive
basis.


     CEL-SCI's common stock is traded on the NYSE MKT under the symbol "CVM". On
June 16. 2014 the closing  price of  CEL-SCI's  common stock on the NYSE MKT was
$1.09.



                    Date of this Prospectus is _______, 2014

                                       3


                               PROSPECTUS SUMMARY

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

     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  immunotherapy  is
Multikine(R)  (Leukocyte Interleukin,  Injection),  currently being studied in a
pivotal global Phase III clinical trial as a potential  first-line treatment for
advanced primary head and neck cancer. Multikine is also being used in a Phase I
study with the Naval Medical Center, San Diego under a Cooperative  Research and
Development  Agreement  (CRADA)  in  HIV/HPV  co-infected  men  and  women  with
peri-anal  warts.  The  purpose  of this  study is to  evaluate  the  safety and
clinical  impact of Multikine  as a treatment of peri-anal  warts and assess its
effect on anal  intraepithelial  dysplasia (AIN) in HIV/HPV  co-infected men and
women.

     CEL-SCI's focus in HPV is not the  development of an antiviral  against HPV
in the general population.  Instead it is the development of an immunotherapy to
be used in patients who are immune  suppressed  by diseases  such as HIV and are
therefore  less able or unable to control HPV and its resultant  diseases.  This
group of patients has no viable  treatments  available to them and there are, to
CEL-SCI's knowledge, no competitors at the current time. HPV is also relevant to
the head and neck  cancer  Phase III study  since it is now known  that HPV is a
cause of head and neck  cancer.  Multikine  was shown to kill HPV in an  earlier
study of HIV infected women with cervical dysplasia.

     CEL-SCI  is also  investigating  a  different  peptide-based  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
(www.jci.org/articles/view/67550),  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 possibly
Spanish Flu.

     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.

                                       4


                               CEL-SCI'S PRODUCTS

CEL-SCI's business consists of the following:

     1)   Multikine(R)   (Leukocyte  Interleukin,   Injection)   investigational
          immunotherapy against cancer and Human Papilloma Virus (HPV);

     2)   LEAPS technology,  with two investigational  therapies,  LEAPS-H1N1-DC
          pandemic flu  treatment  for  hospitalized  patients and  CEL-2000,  a
          rheumatoid arthritis treatment vaccine.

MULTIKINE

     CEL-SCI's lead investigational  therapy,  Multikine (Leukocyte Interleukin,
Injection),  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 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  (Leukocyte  Interleukin,
Injection)  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 ten 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.  The trial is currently
under the management of two new clinical research  organizations  (CROs) who are
adding  60-80  clinical  centers in existing  and new  countries to increase the
speed of patient enrollment.

     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.

                                       5


     In this clinical trial Multikine 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 October 2012,  and again in November  2013, in an 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 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), 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

                                       6


          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
          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.

                                       7


     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   advanced   primary   disease  could  be  candidates   for  this
investigational therapy if it were to be approved by FDA.

     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,  later on  added  Serbia  and  Croatia.  Pursuant  to the
agreement, Teva has signed up three hospitals and enrolled patients in Israel as
part of the Phase III trial. Revenues will be divided between CEL-SCI and Teva.

     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. Orient Europharma has signed up nine centers in Taiwan where it
has enrolled  patients as part of the Phase III trial.  Revenues will be divided
between CEL-SCI and Orient Europharma.

     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 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  granted  IDC-GP Pharm an exclusive  license to market  Multikine in the
countries of Argentina and Venezuela (the "Territory"). The agreement expired on
August 4, 2013  since  IDC-GP  Pharma did not  receive  regulatory  approval  of
Multikine in any country in the territory.

     On April 23, 2013, the CEL-SCI  announced that it has replaced the clinical
research  organizations  (CRO)  running its Phase III clinical  trial.  This was
necessary  since the patient  enrollment in the study dropped off  substantially
following  a takeover  of the CRO which  caused most of the members of the CRO's
study  team to leave the CRO.  CEL-SCI  has hired two CRO's who will  manage the
global Phase III study;  Aptiv Solutions and Ergomed who are both  international
leaders in managing  oncology  trials.  Both CRO's will help CEL-SCI  expand the
trial by 60-80 clinical sites globally.

                                       8


     As of May 1, 2014, the last update given by CEL-SCI, the study had enrolled
183  patients.  CEL-SCI  expects  to see a  further  increase  in the  number of
patients  enrolled  in the  study  at an  accelerating  pace as (i) the  current
centers finalize all logistical  issues and (ii) an additional 50-60 centers are
added  throughout  the world.  Full  enrollment  of the planned 880  patients is
expected by the end of 2015.

     In  April  2013,  CEL-SCI  entered  into a  co-development  agreement  with
Ergomed. Under the co-development  agreement,  Ergomed will contribute up to $10
million towards the study in the form of offering  discounted  clinical services
in exchange for a single digit percentage of milestone and royalty payments,  up
to a  specified  maximum  amount,  only  from  sales of  Multikine.  Ergomed,  a
privately-held firm headquartered in Europe with global operations,  has entered
into  multiple  similar  co-development  agreements,  including one with Genzyme
(purchased by Sanofi in 2011 for over $20 billion).  Ergomed will be responsible
for the  majority of the new patient  enrollment  since it has a novel model for
clinical site management to accelerate  patient  recruitment and retention.  For
example,  Ergomed has almost 25  physicians  who can  directly  call on clinical
sites to aid recruitment and retention. Some of the Ergomed physicians also have
the experience of being clinical investigators themselves. CEL-SCI believes that
this  interaction  on a physician to  physician  level is what is needed to help
increase enrollment in the Multikine study.


     CEL-SCI  estimates  the total  cash cost of the Phase III  trial,  with the
exception of the parts that will be paid by its  partners,  to be  approximately
$31.3 million after June 16, 2014.  This is in addition to  approximately  $13.3
million  which has been spent as of June 16,  2014.  This  estimate  is based on
information  currently  available  in  CEL-SCI's  contracts  with  the  Clinical
Research Organizations 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.


     On  October  7,  2013,   CEL-SCI  announced  a  Cooperative   Research  and
Development Agreement with the U.S. Naval Medical Center, San Diego. Pursuant to
this   agreement,   the  Naval  Medical   Center  will  conduct  Human  Subjects
Institutional  Review Board approved Phase I study of CEL-SCI's  investigational
immunotherapy,  Multikine,  in HIV/HPV  co-infected men and women with peri-anal
warts.  Anal and genital warts are commonly  associated with the Human Papilloma
Virus,  the most  common  sexually  transmitted  disease.  Men and women  with a
history  of  anogenital  warts  have a 30 fold  increased  risk of anal  cancer.
Persistent HPV infection in the anal region is thought to be responsible  for up
to 80% of anal cancers.  HPV is a significant health problem in the HIV infected
population as individuals are living longer as a result of greatly  improved HIV
medications.

     The purpose of this study is to evaluate the safety and clinical  impact of
Multikine  as a  treatment  of  peri-anal  warts and  assess  its effect on anal
intraepithelial dysplasia (AIN) in HIV/HPV co-infected men and women.

                                       9


     CEL-SCI will  contribute the  investigational  study drug  Multikine,  will
retain all rights to any currently owned technology,  and will have the right to
exclusively license any new technology developed from the collaboration.

     Multikine will be given to the HIV/HPV co-infected  patients with peri-anal
warts since  promising early results were seen in another  Institutional  Review
Board approved  Multikine Phase I study conducted at the University of Maryland.
In  this  study,   investigational   therapy  Multikine  was  given  to  HIV/HPV
co-infected women with cervical  dysplasia  resulting in visual and histological
evidence of clearance of lesions.  Furthermore,  elimination  of a number of HPV
strains was determined by in situ  polymerase  chain reaction (PCR) performed on
tissue biopsy collected before and after Multikine treatment. As reported by the
investigators  in the  earlier  study,  the study  volunteers  all  appeared  to
tolerate the treatment with no reported serious adverse events.

     The treatment regimen for the study of up to 15 HIV/HPV co-infected patient
volunteers with peri-anal warts to be conducted by the Naval Medical Center will
be  identical  to the regimen  that was used in the earlier  Multikine  cervical
study in HIV/HPV co-infected patients.

     In October 2013,  CEL-SCI entered into a co-development  and profit sharing
agreement with Ergomed for Multikine in HIV/HPV  co-infected  men and women with
peri-anal warts.  This agreement will initially be in support of the development
with the U.S.  Navy.  Ergomed  will  assume up to $3  million  in  clinical  and
regulatory costs.

     Also in October  2013,  CEL-SCI  entered into a  co-development  and profit
sharing  agreement with Ergomed for Multikine in HIV/HPV  co-infected women with
cervical  dysplasia.  Human  Papilloma  Virus (HPV) is the most common  sexually
transmitted  disease.  HPV is a significant  health  problem in the HIV infected
population as individuals are living longer as a result of greatly  improved HIV
medications.  People  living with HIV and others with  compromised  immunity are
more at risk for HPV-related complications. Persistent HPV infection can also be
a precursor to cervical cancer. Ergomed will assume up to $3 million in clinical
and regulatory costs.

     CEL-SCI's focus in HPV is not the  development of an antiviral  against HPV
in the general population.  Instead it is the development of an immunotherapy to
be used in patients who are immune  suppressed  by diseases  such as HIV and are
therefore  less able or unable to control HPV and its resultant  diseases.  This
group of patients has no viable  treatments  available to them and there are, to
CEL-SCI's knowledge, no competitors at the current time. HPV is also relevant to
the head and neck  cancer  Phase III study  since it is now known  that HPV is a
cause of head and neck  cancer.  Multikine  was shown to kill HPV in an  earlier
study of HIV infected women with cervical dysplasia.

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

                                       10


and validated, and has produced several clinical lots for the Phase III clinical
trial. The facility has also passed review by a European Qualified Person on two
different occasions.

     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 as management
considers the Multikine  supply to the clinical  studies and  preparation  for a
final  marketing  approval to be more  important  than  offering fill and finish
services.  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.

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  first  clinical  study to

                                       11


proceed  using  LEAPS-H1N1.  Soon  after the start of the  study,  the number of
hospitalized H1N1 patients  dramatically  declined and the study has been unable
to complete the enrollment of patients.

     Additional  work on this treatment for the pandemic flu 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.D.,  Chief of the Emerging  Respiratory  Diseases  Section in
NIAID's  Division of  Intramural  Research,  part of the National  Institutes of
Health, USA.

     In  July  2013,  CEL-SCI  announced  the  publication  of  the  results  of
additional  influenza  studies by  researchers  from the NIAID in the Journal of
Clinical Investigation (www.jci.org/articles/view/67550).  The studies described
in the publication show that when CEL-SCI's  investigational  J-LEAPS  Influenza
Virus  treatments were used "in vitro" to activate immune cells called dendritic
cells (DCs),  these  activated  dendritic  cells,  when injected into  influenza
infected mice,  arrested the progression of lethal  influenza virus infection in
these mice. The work was performed in the laboratory of Dr. Subbarao.

     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  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.   This
presentation  showed 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.  These results support the

                                       12


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
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,  or  securities  issuable  upon the  conversion or
exercise  of  such  securities  at an  initial  offering  price  not  to  exceed
$75,000,000,  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 June 16, 2014  CEL-SCI had  65,970,785
                                   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.


                                       13


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.
Common Stock
NYSE MKT Symbol:                   CVM

Series S Warrants
NYSE MKT Symbol:                   CVM WS

                           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  March 31,  2014,  CEL-SCI  incurred net
losses of approximately $(230,000,000).  CEL-SCI has relied principally upon the
proceeds of public and private sales of its securities to finance its activities
to date.

                                       14


     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
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 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

                                       15


("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.

     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
three 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,  and  Byron  BioPharma,  LLC in South
Africa.  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

                                       16


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.

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.

                                       17


     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
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
future  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.

                                       18


     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

                                       19


its  products,  conduct  additional  clinical  trials,  make  changes in product
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 HPV or 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.

                                       20


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.

     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 trade secrets.  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 May 31, 2014,  CEL-SCI's
post-split  stock  price has  ranged  from a low of $0.53 per share to a high of

                                       21


$2.70 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
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 a  note  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.


     As of June 16,  2014,  there  were  outstanding  options  which  allows the
holders to purchase approximately 5,996,000 shares of CEL-SCI's common stock, at
prices ranging  between $0.85 and $20.00 per share,  outstanding  warrants which
allow the  holders to  purchase  approximately  36,767,000  shares of  CEL-SCI's
common  stock,  at prices  ranging  between  $0.53 and $17.50  per share,  and a
convertible note which allows the holder to acquire approximately 276,000 shares
of  CEL-SCI's  common  stock at a  conversion  price of $4.00.  The  outstanding
options and warrants could adversely affect  CEL-SCI'S  ability to obtain future
financing or engage in certain mergers or other transactions,  since the holders
of options and warrants can be expected to exercise  them at a time when CEL-SCI
may be able to obtain additional capital through a new offering of securities on
terms more  favorable to CEL-SCI than the terms of the  outstanding  options and
warrants.  For the life of the options,  warrants and the convertible  note, the
holders  have the  opportunity  to  profit  from a rise in the  market  price of
CEL-SCI's common stock without  assuming the risk of ownership.  The issuance of
shares upon the exercise of outstanding options and warrants,  or the conversion
of the note,  will also dilute the  ownership  interests of  CEL-SCI's  existing
stockholders.


                                       22


     Substantially  all of the shares of common stock that are issuable upon the
conversions  of the note, 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
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.

We may have exposure for certain securities we sold in October 2013.

     In September  2012, we filed a shelf  registration  statement  covering the
sale of $50,000,000 of securities (the "2012  Registration  Statement"),  and in
January 2013 we filed another shelf registration  statement covering the sale of
an additional $50,000,000 of securities (the "2013 Registration Statement").  In
October  2013,  we  filed  a  prospectus  supplement  to the  2012  Registration
Statement for the sale in an underwritten  public offering of 17,826,087  shares
of our common stock,  20,475,000 Series S Warrants,  as well as up to 20,475,000
shares of common stock  issuable upon the exercise of the Series S warrants (the
"October Prospectus").  Collectively,  we offered approximately $43.4 million of
securities   pursuant  to  the   October   Prospectus.   This  amount   includes
approximately  $17.8  million  for the sale of the  common  stock  and  Series S
warrants  and $25.6  million  upon the  exercise  of the Series S  Warrants.  We
subsequently  realized  that at the time of the  October  2013  offering  we had
approximately  $28.9 million  available for issuance under the 2012 Registration
Statement.  As a result,  we issued securities that were not registered with the
SEC,  and that may not have been  eligible for an  exemption  from  registration
under the federal or state  securities  laws. We had securities  available under
the 2013 Registration Statement to register all of the securities not covered by
the 2012  Registration  Statement.  In  December  2013,  we  filed a  prospectus
supplement to the 2013 Registration  Statement registering the offer and sale of
all of the  shares  of common  stock  issuable  upon  exercise  of the  Series S
Warrants  included in the October 2013  offering to assure that the offering and
sale of all of the shares  issuable  upon exercise of the Series S Warrants were
registered  (the  "December  Prospectus").  Prior to the filing of the  December
Prospectus,  no  Series S  Warrants  issued  in the  October  offering  had been
exercised.  Notwithstanding the above, the actions we have taken to mitigate our
possible  non-compliance  with securities laws will not prevent  regulators from
asserting that we violated the law, from imposing penalties and fines against us
with respect to any potential  violations of securities laws, and may subject us
to possible claims for damages from certain investors.

                             COMPARATIVE SHARE DATA

                                                  Number of Shares


Shares outstanding as of June 16, 2014               65,970,785

                                       23



     The number of shares  outstanding as of June 16, 2014 excludes shares which
may be issued upon the exercise of the options or warrants, or the conversion of
the note, described below.


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

   Shares issuable upon exercise of Series L warrants     70,000         A

   Shares issuable upon the exercise of
      Series N warrants                                2,844,627         B

   Shares issuable upon the exercise of warrants

     held by private investors                            54,250         C


   Shares issuable upon exercise of options granted
     to CEL-SCI's officers,  directors, employees,

     consultants, and third parties                    5,995,681         D


   Shares issuable upon exercise of Series A warrants    130,347         E

   Shares issuable upon conversion of note payable to
     officer and director                                276,014         F

   Shares issuable upon exercise of warrants held by
     officer and director                                349,754         F

   Shares issuable upon exercise of Series B warrants     50,000         G

   Shares issuable upon exercise of Series C warrants    463,487         H

   Shares issuable upon exercise of Series E warrants     71,428         I

   Shares issuable upon exercise of Series F warrants  1,200,000         J

   Shares issuable upon exercise of Series G warrants     66,667         J

   Shares issuable upon exercise of Series H warrants  1,200,000         K

   Shares issuable upon exercise of Series P warrants    590,001         L

   Shares issuable upon exercise of Series Q warrants  1,200,000         M

   Shares issuable upon exercise of Series R warrants  2,625,000         N

                                       24


   Shares issuable upon exercise of Series S warrants 23,624,326         O

   Shares issuable upon exercise of Series T warrants  1,782,057         P

   Shares issuable upon exercise of Series U warrants    445,514         P

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

     o    70,000 shares of CEL-SCI's  common stock at a price of $2.50 per share
          at any time on or before April 2, 2015.


B. On August 18, 2008,  CEL-SCI sold 138,339  shares of common stock and 207,508
Series N warrants  in a private  financing  for  $1,037,500.  In June  2009,  an
additional  116,667  shares and  181,570  Series N warrants  were  issued to the
investors.  In October 2011, an  additional  83,333 shares and 129,693  Series N
warrants were issued to the  investors.  In October 2013, an additional  764,602
shares and 1,189,961 Series N warrants were issued to the investors. In December
2013, an additional  798,481 shares and 1,242,688  Series N warrants were issued
to the investors.  In January 2014,  CEL-SCI  offered to the investors to extend
the Series N warrants  by one year and allow for  cashless  exercise in exchange
for  cancelling  the  reset  provision  in  the  warrant  agreement.  One of the
investors  accepted this offer.  As of June 16, 2014,  106,793 Series N Warrants
had been  exercised.  The  remaining  2,844,627  Series N warrants  entitle  the
holders to purchase one share of  CEL-SCI's  common stock at a price of $0.52731
per share at any time prior to August 18, 2015.


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

Cher Ami Holdings           7/18/05       37,500        $ 6.50     7/18/14

Christian Schleuning         7/8/09       16,750        $ 5.00      1/8/15
                                       ---------

                                          54,250


     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 $0.85 to $20.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

                                       25



E. Between June 23 and July 1, 2009, CEL-SCI sold 1,509,935 shares of its common
stock at a price  of $4.00  per  share.  The  investors  in this  offering  also
received 1,011,656 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 prior to December 24, 2014 at a price of $5.00 per share.
As of June 16, 2014, 881,309 Series A warrants had been exercised. The remaining
130,347 Series A warrants entitle the holders to purchase one share of CEL-SCI's
common stock at a price of $5.00 per share.

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  164,824  shares of
CEL-SCI's common stock at a price of $4.00 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 a 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 $4.00.  As further  consideration  for the second
extension,  Mr. de Clara received  warrants which allow Mr. de Clara to purchase
184,930  shares of  CEL-SCI's  common stock at a price of $5.00 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 convertible preferred shares and
convertible  debt,  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 June 16, 2014,
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 50,000  shares of  CEL-SCI's
common  stock  at a price of $6.80  per  share.  The  Series B  warrants  may be
exercised at any time prior to September 4, 2014.  As of June 16, 2014,  none of
the Series B Warrants had been exercised.

H. On August 20, 2009,  CEL-SCI sold  1,078,444  shares of its common stock to a
group of private investors for $4,852,995 or $4.50 per share. The investors also
received  Series C warrants  which  entitle the  investors  to purchase  539,220
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 $5.50 per share.  As of June 16,
2014, 75,733 Series C warrants had been exercised.  The remaining 463,487 Series
C warrants  entitle the holders to purchase one share of CEL-SCI's  common stock
at a price of $5.50 per share.

                                       26




I. On September 21, 2009, CEL-SCI sold 1,428,572 shares of its common stock to a
group of private  investors for  $20,000,000 or $14.00 per share.  The investors
also  received  Series D warrants  which entitle the investors to purchase up to
471,428  shares of  CEL-SCI's  common  stock.  The  Series D  warrants  could be
exercised  at any time  prior to  September  21,  2011 at a price of $15.00  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  71,428  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 $17.50 per share.  As of June 16,  2014,  none of the Series E warrants
had been exercised.


J. On October 3, 2011  CEL-SCI  sold  1,333,333  shares of its common stock to a
group of private investors for $4,000,000 or $3.00 per share. The investors also
received  Series F warrants  which  entitle  the  investors  to  purchase  up to
1,200,000  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 $4.00 per share.


     CEL-SCI paid Chardan  Capital  Markets,  LLC, the placement  agent for this
offering, a cash commission of $140,000,  and issued 66,667 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 $4.00 per share.  As of June 16, 2014,  none of
the Series F or G warrants had been exercised.

K. On January 25,  2012,  CEL-SCI sold  1,600,000  shares of its common stock to
institutional  investors for  $5,760,000 or $3.60 per share.  The investors also
received  Series H warrants  which  entitle  the  investors  to  purchase  up to
1,200,000  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 $5.00 per share.  As
of June 16, 2014, none of the Series H Warrants had been exercised.

L. On February 10, 2012,  CEL-SCI issued 590,001 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
590,001  shares of  CEL-SCI's  common  stock at a price of $4.50 per share.  The
Series P warrants are exercisable at any time prior to March 7, 2017. As of June
16, 2014, none of the Series P Warrants had been exercised.

M. On June 21,  2012,  CEL-SCI  sold  1,600,000  shares of its  common  stock to
institutional  investors for  $5,600,000 or $3.50 per share.  The investors also
received Series Q warrants which allow the investors to purchase up to 1,200,000
shares of CEL-SCI's  common stock. The Series Q warrants may be exercised at any
time after prior to December 22, 2015 at a price of $5.00 per share.  As of June
16, 2014, none of the Series Q Warrants had been exercised.

N. On December 4, 2012,  CEL-SCI  sold  3,500,000  shares of its common stock to
institutional  investors for $10,500,000 or $3.00 per share.  The investors also
received  Series R warrants  which  entitle  the  investors  to  purchase  up to
2,625,000  shares of  CEL-SCI's  common  stock.  The  Series R  warrants  may be

                                       27


exercised  at any time prior to  December 7, 2016 at a price of $4.00 per share.
As of June 16, 2014, none of the Series R Warrants had been exercised.


O. On October 11,  2013,  CEL-SCI,  in an  underwritten  public  offering,  sold
17,826,087  shares of its common stock, as well as 20,475,000 Series S warrants,
for net proceeds of approximately $16,424,000,  after deduction for underwriting
discounts  and  commissions.  The Series S warrants may be exercised at any time
prior to October 11, 2018 at a price of $1.25 per share.

     On December 24, 2013,  CEL-SCI closed a public  offering of 4,761,905 units
of common  stock and  warrants at a price of $0.63 per unit for net  proceeds of
$2,790,000,  net of underwriting discounts and commissions and offering expenses
of the Company.  Each unit consisted of one share of common stock and one Series
S warrant to  purchase  one share of common  stock.  The  Series S warrants  are
immediately exercisable,  expire on October 11, 2018, and have an exercise price
of $1.25. The underwriters purchased an additional 476,190 units of common stock
and  warrants  pursuant  to the  overallotment  option,  for which  the  Company
received net proceeds of approximately $279,000.


     On February 7, 2014,  the  warrants  issued in  connection  with the public
offerings in October and December  2013 began  trading on the NYSE MKT under the
ticker  symbol "CVM WS". As of June 16,  2014,  2,088,769  Series S Warrants had
been exercised.  The remaining  23,624,326 Series S warrants entitle the holders
to purchase one share of CEL-SCI's common stock at a price of $1.25 per share.

P. On April 17, 2014,  CEL-SCI closed a public  offering of 7,128,229  shares of
common stock and warrants to purchase an aggregate of 1,782,057 shares of common
stock.  The units  were sold at a price of $1.40  per unit and  resulted  in net
proceeds  of   approximately   $9.23  million.   The  warrants  are  immediately
exercisable, expire on October 17, 2014, and have an exercise price of $1.58 per
share. As of June 16, 2014, none of the Series T Warrants had been exercised.

     CEL-SCI  issued  Dawson James  Securities,  Inc. and Laidlaw & Company (UK)
Ltd.  445,514  Series U  warrants  for being  joint  book-running  managers  and
underwriters  for this  offering.  Each Series U warrant  entitles the holder to
purchase  one share of  CEL-SCI's  common  stock.  The Series U warrants  may be
exercised beginning October 17, 2014 at a price of $1.75 per share and expire on
October 17, 2017.  As of June 16,  2014,  none of the Series U warrants had been
exercised.


                        MARKET FOR CEL-SCI'S COMMON STOCK


     As of June 16,  2014  there  were  approximately  1,370  record  holders of
CEL-SCI's  common stock.  CEL-SCI's common stock is traded on the NYSE MKT under
the symbol "CVM".


     On June 25,  2013,  CEL-SCI's  shareholders  approved  a  reverse  split of
CEL-SCI's  common stock.  The reverse split became  effective on the NYSE MKT on
September 25, 2013.  On that date,  every ten issued and  outstanding  shares of

                                       28


CEL-SCI's common stock automatically converted into one outstanding share.

     As a result of the reverse stock split, the number of CEL-SCI's outstanding
shares  of  common  stock  decreased  from  310,005,272  (pre-split)  shares  to
31,001,686 (post-split) shares. In addition, by reducing the number of CEL-SCI's
outstanding shares,  CEL-SCI's loss per share in all prior periods will increase
by a factor of ten.

     Shown  below  are the  post-split  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

         12/31/11             $4.20             $2.70
          3/31/12             $6.50             $2.80
          6/30/12             $5.80             $3.30
          9/30/12             $4.70             $3.10

         12/31/12             $3.90             $2.60
          3/31/13             $2.90             $2.10
          6/30/13             $3.10             $2.00
          9/30/13             $2.70             $1.60

         12/31/13             $1.80             $0.53
          3/31/14             $1.90             $0.59

     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
after payment of liabilities. The 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

                                       29


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,  as well as any issuable shares upon the
conversion or exercise of such securities,  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,  the public  offering  price and any  discounts  or
concessions allowed or reallowed or paid to dealers and any compensation paid to
an underwriter or a placement agent. The 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
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, 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

                                       30


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 will 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
may 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,  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 of 1933 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.

     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 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

                                       31


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 is no  conversion,  redemption,
sinking  fund or  similar  provision  regarding  the  common  stock.  All of the
outstanding shares of common stock are fully paid and non-assessable.

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
June 16, 2014 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.

                                       32


                                     EXPERTS

     The financial  statements as of September 30, 2013 and 2012 and for each of
the  three  years in the  period  ended  September  30,  2013  and  management's
assessment of the effectiveness of internal control over financial  reporting as
of September 30, 2013 incorporated by reference in this Prospectus, have been so
incorporated  in  reliance  on the  reports  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.

                             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

                                       33


     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,
          2013.
     (2)  Report on Form 8-K filed on October 10, 2013.
     (3)  Report on Form 8-K filed on October 11, 2013.
     (4)  Report on Form 8-K filed on November 1, 2013.
     (5)  Report on Form 8-K filed on December 19, 2013.
     (6)  Report on Form 8-K filed on December 24, 2013.
     (7)  Report on Form 8-K filed on April 14, 2014.
     (8)  Report on Form 8-K filed on April 15, 2014.
     (9)  Report on Form 8-K filed on April 18, 2014.

     (10) Quarterly  report on Form 10-Q for the three months ended December 31,
          2013.
     (11) Quarterly report on Form 10-Q for the six months ended March 31, 2014.
     (12) Proxy statement relating to the annual meeting of shareholders to
          be held on July 22, 2014.


     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.

                                       34


     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.

                                       35




                                TABLE OF CONTENTS

                                                                         Page

Prospectus Summary....................................................
Forward Looking Statements ...........................................
Risk Factors .........................................................
Comparative Share Data ...............................................
Market for CEL-SCI's Common Stock ....................................
Plan of Distribution .................................................
Description of Securities ............................................
Experts ..............................................................
Indemnification ......................................................
Additional Information ...............................................

                                  Common Stock

                               CEL-SCI CORPORATION


                                   PROSPECTUS









                                     PART II
                     Information Not Required in Prospectus


Item 14.  Other Expenses of Issuance and Distribution

             SEC Filing Fee                                      $9,660

             Legal Fees and Expenses                             30,000
             Accounting Fees and Expenses                        10,000
             Miscellaneous Expenses                               5,340
                                                                 ------
                  TOTAL                                         $55,000
                                                                =======

     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 only)  Filed as Exhibit 3(c) to CEL-SCI's
                                          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                   _______________

10(d) Employment Agreement with           Incorporated by reference to
      Maximilian de Clara                 Exhibit 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 Agreement
      with Eastern Biotech                Exhibit 10(x) to Amendment No. 2 to
                                          CEL-SCI's Registration Statement on
                                          Form   S-3   (Commission   File  No.
                                          333-106879).

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

10(h) Subscription Agreement (together    Incorporated by reference to
     with Schedule required by            Exhibit 10 of CEL-SCI's report on
     Instruction 2 to  Item 601 of        Form 8-K dated April 18, 2007.
     Regulation S-K) pertaining to
     April 2007 sale 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 with   Incorporated by reference to Exhibit
      Laksya Ventures                     10(i) of CEL-SCI's report on Form 8-K
                                          dated 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 Agreement   Incorporated by reference to Exhibit
      with Maximilian de Clara            10(l) of CEL-SCI's report on Form 8-K
                                          dated August 30, 2010.



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

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

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

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

10(q) Licensing Agreement with            Incorporated by reference to Exhibit
      Byron 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              10(z)filed with CEL-SCI's report on
      with 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
                                          dated September 1, 2011.

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



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
       together with the form of the      10(ee) of CEL-SCI's report on Form 8-K
       Series P warrant, which is an      dated February 10, 2012. exhibit 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.

10(ii) Amendment to Employment            Incorporated by reference to Exhibit
       Agreement with Maximilian de       10(L) of CEL-SCI's report on Form 8-K
       Clara                              dated August 30, 2013.

10(jj) Amendment to Employment            Incorporated by reference to Exhibit
       Agreement with Geert Kersten       10(ZA) of CEL-SCI's report on Form
                                          8-K dated August 30, 2013.

10(kk) Employment Agreement with          Incorporated by reference to Exhibit
       Patricia Prichep                   10(J) of CEL-SCI's report on Form
                                          8-K dated August 30, 2013.

10(ll) Employment Agreement with          Incorporated by reference to Exhibit
       Eyal Talor                         10(K) of CEL-SCI's report on Form
                                          8-K dated August 30, 2013.

10(mm) Securities Purchase Agreement,     Incorporated by reference to Exhibit
       together with the form of the      10(ii) of CEL-SCI's report on Form
       Series R warrant, which is an      8-K dated December 5, 2012.
       exhibit to the securities
       Purchase Agreement.

10(nn) Underwriting agreement,            Incorporated by reference to Exhibit
       together with the form of          1.1 of CEL-SCI's report on Form 8-K
       Series S warrant which is an       dated October 8, 2013.
       exhibit to the underwriting
       agreement.



10(oo) Underwriting agreement,            Incorporated by reference to Exhibit
       together with the form of          1.1 of CEL-SCI's report on Form 8-K
       Series S warrant which is an       dated December 19, 2013.
       exhibit to the underwriting
       agreement.

10(pp) Underwriting agreement,            Incorporated by reference to Exhibit
       together with the form of          1.1 of CEL-SCI's report on Form 8-K
       Series T warrant which is an       dated April 14, 2014.
       exhibit to the underwriting
       agreement.

23.1  Consent of Hart & Hart              _________________

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.

         (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.






                                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 20th day of June
2014.


                                       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           June 20, 2014
--------------------------    Executive Officer
Maximilian de Clara


/s/ Geert R. Kersten          Director, Principal Financial    June 20, 2014
--------------------------    Officer, Principal Accounting
Geert R. Kersten              Officer and Chief Executive
                              Officer

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

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


/s/ Peter R. Young            Director                          June 20, 2014
------------------------
Peter R. Young, Ph.D.







                               CEL-SCI CORPORATION

                                    FORM S-3

                                    EXHIBITS