SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. 1)



Filed by the Registrant    [X]

Filed by Party other than the Registrant    [  ]

Check the appropriate box:

[ ]     Preliminary Proxy Statement
[ ]     Definitive Proxy Statement
[X]     Definitive Additional Materials
[ ]     Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12


                               CEL-SCI CORPORATION
                     ---------------- ---------------------
                (Name of Registrant as Specified In Its Charter)

                    William T. Hart - Attorney for Registrant
             --------- -------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3)

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1)   Title of each class of securities to which transaction applies:

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    2)   Aggregate number of securities to which transaction applies:

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    3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

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    4)   Proposed maximum aggregate value of transaction:

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[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

    1)   Amount Previously Paid:

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    2)   Form, Schedule or Registration No.:

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    3)   Filing Party:

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    4)   Date Filed:

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                               CEL-SCI CORPORATION
                         8229 Boone Boulevard, Suite 802
                                Vienna, VA 22182
                                 (703) 506-9460

                     NOTICE OF ADJOURNMENT OF ANNUAL MEETING
                      TO BE RECONVENED ON MAY 19, 2000, AND
                        SETTLEMENT OF PENDING LITIGATION

To the Shareholders:

       Notice is hereby  given that the annual  meeting of the  shareholders  of
CEL-SCI  Corporation  (the  "Company")  will reconvene on May 19, 2000, at 10:00
A.M., (the "2000 Meeting") at the Tyson's Corner  Marriott,  8028 Leesburg Pike,
Vienna,  Virginia 22182. That meeting,  convened as scheduled on March 17, 2000,
was  immediately  adjourned  pending the preparation and mailing of supplemental
materials  describing the recent  settlement of litigation  brought  against the
Company and its  directors by F. Donald  Hudson and Mark  Soresi,  who served as
directors of CEL-SCI prior to the meeting of shareholders on April 12, 1999 (the
"1999 Meeting").

       As previously  reported more fully in the Company's Proxy Statement dated
February 28, 2000, Messrs. Hudson and Soresi filed a complaint alleging that the
proxy  statement  filed in  connection  with  the 1999  Meeting  was  false  and
misleading in certain  respects and that the 1999 Meeting was improperly  called
and conducted.  Their complaint also asserted derivative claims on the Company's
behalf for certain allegedly "self dealing" transactions between the Company and
its officers. Plaintiffs asked the Court to declare the election of directors at
the April 12, 1999 shareholders'  meeting to be void, to order a new election of
directors,  to award unspecified damages against the individual defendants named
in the  complaint,  and for  other  relief.  The  Company  disputes  plaintiffs'
accusations  and has agreed to settle this action on the terms  described  below
only to avoid the costs and uncertainties associated with further litigation.

       After the Proxy  Statement and other  materials for the 2000 Meeting were
disseminated,  the  Court  accelerated  the trial on the  merits of  plaintiffs'
claims respecting the 1999 Meeting.  That trial commenced on March 15, 2000, and
did not  encompass  the  derivative  claims  plaintiffs  attempted  to pursue on
CEL-SCI's behalf.

       After a half-day of  testimony,  the parties  negotiated a settlement  of
plaintiffs'  direct claims which provides for, among other things, the expansion
of the Board of Directors to five directors, the appointment of plaintiff Hudson
as the Company's fifth director (and third non-employee  director),  in exchange
for the dismissal of the direct claims with prejudice.  In addition, the parties
agreed to the dismissal without  prejudice of the plaintiffs'  derivative claims
on CEL-SCI's behalf so that a special litigation committee of CEL-SCI's Board of
Directors,  consisting of the three non-employee directors,  including plaintiff
Donald  Hudson,  can  investigate  the  claims and make a  recommendation  about
whether they should be pursued in the future. The special  litigation  committee
may choose to retain  the  services  of  independent  counsel  at the  Company's
expense in connection with their investigation.  The dismissal of the derivative
claims  without  prejudice  is subject to the Court's  review and  approval,  as
described more fully below.

       In addition to releases of the individual  claims, the principal terms of
the  settlement  are as  follows:

|X|  Immediately  after  the  2000  Meeting  is  concluded,  CEL-SCI's  Board of
     Directors will be expanded to add a fifth directorship, and Mr. Hudson will
     be appointed as the fifth  director.  Mr.  Soresi will not be rejoining the
     Board.

|X|  Mr.  Hudson will confer with  director  Alexander  G.  Esterhazy to satisfy
     himself that Mr. Esterhazy is in fact an independent director. If Hudson is
     so  satisfied,  the size of the Board  will  remain at five  directors.  If
     Hudson is not so  satisfied,  the  Board  will be  expanded  to add a sixth
     directorship.  The sixth director shall be selected by directors Hudson and
     John M.  Jacquemin,  subject to approval  by the full board.  To the extent
     that a sixth directorship becomes necessary,  that director shall serve for
     a term of one year,  at the  expiration  of which the board shall revert to
     five directors,  unless prior to that time a majority of the Board votes to
     extend the term of the sixth directorship.


|X|   All of  Hudson's  stock  options  existing  as of April 11,  1999 shall be
      restored.  In addition,  Hudson shall receive  options to purchase  20,000
      shares of CEL-SCI  stock (i.e.,  the options he would have received had he
      remained on the Board from April 12,  1999 to the  present) at the closing
      price of the stock on the date of issuance,  which shall be the date he is
      appointed to the Board.  Hudson shall receive his normal compensation as a
      director of the Company.

|X|  The stock options of Mr. Soresi to purchase  20,000 shares of CEL-SCI stock
     existing as of April 11, 1999 shall be restored and vested, effective as of
     March 15,  2000.  In  addition,  the Company  shall issue to Soresi  10,000
     shares of common stock in lieu of stock  options he would have received had
     he  remained on the Board from April 12,  1999 to the  present.  While that
     stock is currently  unregistered  and subject to  restrictions on its sale,
     the  Company  is  taking  steps to have it  registered  as part of  another
     registration  so that Mr.  Soresi may sell it without  restriction.  If the
     closing price of the stock on the  effective  date of the  registration  is
     greater  than the  closing  price on March 22,  2000,  Mr.  Soresi will pay
     CEL-SCI the difference. If the closing price upon registration is less than
     the  closing  price on March 22,  2000,  CEL-SCI  will pay Mr.  Soresi  the
     difference.

|X|  The plaintiffs and the defendants  shall execute mutual  releases of claims
     arising out of the subject matter of the Action.  In addition,  the Company
     shall  indemnify  Soresi and his  successors  for any claims  made  against
     Soresi arising out of, or relating to, his relationship to the Company as a
     director,  any alleged  duty of Soresi to the Company or its  shareholders,
     and any action or omission of Soresi in the  performance of any duty he has
     or  had,  or is  alleged  to  have  or  have  had,  to the  Company  or its
     shareholders or former  shareholders.  Soresi has  represented  that, as of
     March 15, 2000,  he had no knowledge of any basis for the assertion of such



     claims by any person or entity. Mr. Soresi's  indemnification rights may be
     narrowed if the Court does not approve the dismissal  without  prejudice of
     the derivative claims.

|X|   The parties  agreed to negotiate in good faith a resolution of plaintiffs'
      claim for attorneys' fees and costs payable by CEL-SCI.  In the absence of
      an agreed resolution,  the plaintiffs will apply to the Court for an award
      of attorneys' fees and costs incurred in prosecuting the Action to be paid
      by the Company.

      The parties have further agreed to the Dismissal  Without Prejudice of the
derivative claims on the following terms:

            The  Company  shall  establish  a  special   litigation   committee,
            consisting  of  directors  Hudson,   Jacquemin  and  Esterhazy  (the
            "Special  Litigation  Committee"),  to  investigate  the  derivative
            claims  asserted in Count III of the  Complaint.  Such committee may
            choose  to  retain  the  services  of  independent  counsel  at  the
            Company's  expense.  Upon  completion  of  the  investigation,   the
            committee  shall set forth its  findings  and  recommendations  with
            respect  to the  claims to the full  Board,  which  shall  take such
            action  as  appropriate,  including  determining  that no  action is
            warranted.

Plaintiffs and plaintiffs'  counsel have  determined that the Dismissal  Without
Prejudice of the derivative  claims is reasonable and  appropriate at this stage
of the  litigation,  in light of the  expansion  of the  Board of  Directors  to
include a fifth,  non-employee director pursuant to the settlement of the direct
claims,  and the creation of a special  litigation  committee which includes the
fifth director.

      Even though the derivative  claims will be dismissed  without prejudice to
the right of the  Company  or its  shareholders  to assert  those  claims in the
future, the Federal Rules of Civil Procedure require the Court's approval of the
dismissal  of such claims after notice to the  Company's  stockholders.  To that
end, a hearing  shall be held on May 26, 2000, at 2:00 p.m. in the United States
District  Court for the  Eastern  District  of  Virginia,  Alexandria  Division,
Courtroom 9, 401 Courthouse Square,  Alexandria,  Virginia 22314 (the "Hearing")
(i) to determine  whether the  derivative  claims on behalf of CEL-SCI should be
dismissed  without  prejudice  so that they can be  investigated  by the Special
Litigation  Committee;  and (ii) to hear and  determine  any  objections  to the
Dismissal Without Prejudice.  At the Hearing,  plaintiffs' counsel may apply for
an award of attorneys' fees and expenses,  which  application  shall be heard by
the  Court  at the  Hearing  or at such  time  thereafter  as the  Court  in its
discretion deems appropriate.

      Any stockholder who objects to the Dismissal Without Prejudice, and/or the
application  for  attorneys'  fees and expenses,  or who otherwise  wishes to be
heard,  may appear in person or by his  attorney  at the Hearing and present any
evidence or argument that may be proper and relevant; provided, however, that no
person other than the named plaintiffs,  defendants and their respective counsel
in this  Action  shall  be  heard  and no  papers,  briefs,  pleadings  or other
documents  submitted by any such person shall be received or  considered  by the
Court  (unless  the  Court  in  its  discretion  shall  otherwise  direct,  upon
application  of such person and for good cause shown),  unless no later than May
16,  2000,  (i) a written  notice of the  intention  to appear,  (ii) a detailed
settlement of such person's specific  objections to any matter before the Court,
and (iii) all of the grounds therefore or the reasons why such person desires to
appear and to be heard,  as well as all documents and writings which such person
desires the Court to  consider,  shall be filed by such person with the Clerk of
the Court and, on or before such filing,  shall be served by hand or first class
mail, postage prepaid, upon the following counsel of record:

            Gregory E. Keller, Esq.             Albert W. Turnbull, Esq.
            HARNES KELLER LLP                   HOGAN & HARTSON, L.L.P.
            International Plaza                 Columbia Square
            750 Lexington Avenue                555 Thirteenth Street, N.W.
            New York, NY  10022                 Washington, D.C.  20004-1109
            Attorneys for Plaintiffs            Attorneys for Defendants

Any person who fails to object in the manner prescribed above shall be deemed to
have  waived  such  objection  and shall be forever  barred  from  raising  such
objection in this or any other action or proceeding.

      This  Notice  does not purport to be a  comprehensive  description  of the
Action,  the  allegations  or  transactions  related  thereto,  the terms of the
Settlement,  the Stipulation,  or the Hearing.  For a more detailed statement of
matters  involved in this  litigation,  reference is made to the pleadings,  the
Stipulation,  the  Orders  entered  by the Court and other  papers  filed in the
litigation,  which may be  inspected  at the  Office of the Clerk of the  United
States  District  Court  for  the  Eastern  District  of  Virginia,  Alexandria,
Virginia,  401 Courthouse Square,  Alexandria,  Virginia during regular business
hours of each business day. DO NOT WRITE OR TELEPHONE THE COURT.

      As indicated  above,  the Company's  Annual Meeting of  Stockholders  will
reconvene on May 19,  2000.  If you have  previously  voted and do not desire to
change your vote,  you do not need to execute a new proxy card.  If you have not
yet voted  please  complete  and return the proxy card that was  supplied to you
with the proxy  materials  for  Annual  Meeting.  If you have  voted and wish to
change  your vote,  or if you have lost or  misplaced  your proxy  card,  please
contact  Patricia B.  Prichep at CEL-SCI  Corporation,  telephone  number  (703)
506-9460, to get a new proxy card.

                      NOTICE TO PERSONS OR ENTITIES HOLDING
                      RECORD OWNERSHIP ON BEHALF OF OTHERS

      Brokerage firms, banks, and other persons or entities who are stockholders
of CEL-SCI in their capacities as record owners,  but not as beneficial  owners,
are  requested to send this Notice  promptly to  beneficial  owners.  Additional
copies of this Notice for  transmittal  to  beneficial  owners are  available on
request directed to CEL-SCI Corporation.  Attention:  Patricia B. Prichep,  8229
Boone Boulevard, Suite 802, Vienna VA 22182 (703-506-9640).