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

                                                        SEC File Number 0-11503
                                                       CUSIP Number 150-837-409

                                   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, 2006
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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

[ ] (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.

    Due to a delay in the completion of the audit of the financial statements,
additional time is needed to complete the Company's Form 10-K for the year ended
September 30, 2006.

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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)

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    (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 28, 2006                By  /s/ Patricia B. Prichep
                                           -------------------------------
                                           Patricia B. Prichep,
                                           Senior Vice President of Operations


                                    ATTENTION

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





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