## -#-##
##



##
                    U.S. SECURITIES AND EXCHANGE
                            COMMISSION WASHINGTON, D.C.
                            20549
                            
                                                        SEC File Number 0-
                                                                 11503 CUSIP
                                                                 Number
105 837 102

                               FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                  (Check One):

[ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q  [ ] Form N-SAR
For Period Ended: March 31, 1997




    Nothing in this Form shall be construed to imply that the Commission
    has verified any information contained herein.
    
    
    
    
  If the notification relates to a portion of the filing checked above,
    identify the Item(s) to which the notification relates:  N/A


Part I - Registrant Information

Full Name of Registrant:  CEL-SCI Corporation

Former Name if Applicable:  N/A

Address of Principal Executive Office (Street and Number)

    66 Canal Center Plaza, Suite 510

City, State and Zip Code

    Alexandria, Virginia  22314




Part II - Rules 12b-25(b) and (c)




    If the subject report could not be filed without unreasonable effort or
    expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
    following should be completed.  (Check box if appropriate)
    
    (a)  The reasons described in reasonable detail in Part III of this
         form could not be eliminated without unreasonable effort or
         expense;
         
[X] (b)  The subject annual report, semi-annual report, or transition report
         or portion thereof will be filed on or before the fifteenth calendar
         day following the prescribed due date; or the subject quarterly re-
         port or transition report on Form l0-Q or portion thereof will be
         filed on or before the fifth calendar day following the prescribed
         due date; and
    (c)  The accountant's statement or other exhibit required by Rule 12b-
         25(c) has been attached if applicable.
         
         
Part III - Narrative


    State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-
    K, 10-Q, or N-SAR, or the transition report or portion thereof could not
    be filed within the prescribed time period.
    
         The Company did not close its books in time in order to prepare its
    financial statements for the quarter ending March 3l, l997.  Accordingly,
    more time is needed to file the 10-Q reports.
Part IV - Other Information
  (1)  Name and telephone number of person to contact in regard to this
         notification
              William T. Hart          (303)                 839-0061
                  (Name)            (Area Code)        (Telephone Number)
    (2)  Have all other periodic reports
         required under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding l2 months (or for such
         shorter period that the registrant was required to file such
         reports) been filed?  If answer
is no, identify report(s).                       [X] Yes  [ ] No

    (3)  Is it anticipated that any significant
         change in results of operations from the corresponding period
         for the last fiscal year will be reflected by the earnings
         statements to be included
in the subject report or portion thereof?        [ ] Yes  [X] No

         If so:  attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the
         reasons why a reasonable estimate of the results cannot be
         made.
                              CEL-SCI Corporation
              (Name of Registrant as specified in charter)
                                    
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 12, 1997                         By /s/ William T. Hart
                                              William T. Hart
                                              Hart & Trinen
                                              1624 Washington Street

                                              Denver, CO  80203 (303)

                                              839-0061

ATTORNEYS FOR CEL-SCI CORPORATION





                                ATTENTION

    Intentional misstatements or omissions of fact constitute Federal
    Criminal Violations (See 18 U.S.C. 1001).
    
    
    
    
    
    
2672D