U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                                        SEC File Number 0-11503
                                                       CUSIP Number 458-740-107

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR

For Period Ended: September 30, 1998
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    Nothing in this Form shall be  construed  to imply that the  Commission  has
verified any information contained herein.
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    If the  notification  relates to a portion of the filing  checked  above,
 identify  the Item(s) to which the notification relates:  N/A
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Part I - Registrant Information
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Full Name of Registrant:  Cel-Sci Corporation

Former Name if Applicable:  N/A

Address of Principal Executive Office (Street and Number)

    8229 Boone Blvd. #802

City, State and Zip Code

    Vienna, VA 22182




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

[X] (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 report 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

[X] (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III - Narrative
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    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 has been advised by its  accountants  that  additional  time is
needed to compute  earnings  per share in  accordance  with APB 14, SFAS 128 and
EITF D-60. As a result additional time is needed to file the report.
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Part IV - Other Information
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     (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: December 22, 1998                     By  /s/ Geert Kersten
                                                -----------------
                                              Geert Kersten, President
                                              Cel-Sci Corporation
                                              8229 Boone Blvd., Suite 802
                                              Vienna, VA 22182
                                              (703) 506-9460

                                    ATTENTION

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


                                                Deloitte & Touche LLP
                                                8201 Greenboro Drive
                                                McLean, Virginia  22102-3810

                              December 23, 1998

Mr. Geert R. Kersten
Chief Executive Officer
CEL-SCI Corporation
8229 Boone Boulevard
Suite 802
Vienna, Virginia 22182

Dear Mr. Kersten:

This letter serves to confirm to you that it appears we will not be able to
complete our audit procedures and issue our audit report on the CEL-SCI
financial statements for the year ended September 30, 1998 without
unreasonable effort and expense.

Sincerely,

/s/ Gary H. Tabach
Gary H. Tabach
Partner