Rule 424(b)(3)
                                                                File #333-160794
                              PROSPECTUS SUPPLEMENT
                      (to Prospectus dated August 12, 2009)

                               CEL-SCI CORPORATION
                            Common Stock and Warrants

     By means of this prospectus  CEL-SCI  Corporation is offering to sell up to
1,083,435 shares of its common stock to investors at a price of $0.45 per share.
For each two  shares  purchased  an  investor  will also  receive  one  Series C
warrant.  Each Series C warrant will entitle the holder to purchase one share of
CEL-SCI's common stock. The Series C warrants may be exercised at any time on or
after February 20, 2010 and on or prior to February 20, 2015 at a price of $0.55
per share.

     CEL-SCI  will  not pay any  commissions  with  respect  to the  sale of any
securities offered by this prospectus.

     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 7 of CEL-SCI's prospectus dated August 12, 2009.

     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.

     CEL-SCI's  common stock is traded on the NYSE AMEX under the symbol  "CVM".
On August 25, 2009 the closing price of CEL-SCI's common stock was $0.50.





           The date of this prospectus supplement is August 26, 2009.





                               PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS SUPPLEMENT, AS WELL AS THE ACCOMPANYING PROSPECTUS DATED JUNE
23, 2009.

CEL-SCI
- -------

     CEL-SCI Corporation (CEL-SCI) 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 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.

CEL-SCI's business consists of the following:
- --------------------------------------------

     1)   Multikine cancer therapy;
     2)   New "cold fill" manufacturing service to the pharmaceutical  industry;
          and
     3)   LEAPS technology,  with two products, H1N1 swine flu vaccine/treatment
          and CEL-2000, a rheumatoid arthritis vaccine.

MULTIKINE
- ---------

     CEL-SCI's lead product,  Multikine(R), is being developed for the treatment
of cancer. It is the first of a new class of cancer  immunotherapy  drugs called
Immune  SIMULATORs.  It simulates the  activities of a healthy  person's  immune
system,  which battles cancer every day. Multikine is multi-targeted;  it is the
only cancer immunotherapy that both kills cancer cells in a targeted fashion and
activates the general immune system to destroy the cancer.  We believe Multikine
is the first immunotherapeutic agent being developed as a first-line standard of
care  treatment  for cancer and it is cleared  for a global  Phase III  clinical
trial in advanced primary (previously untreated) head and neck cancer patients.

     Multikine  is a new  type of  immunotherapy  in that it is a  comprehensive
immunotherapy,   incorporating  both  active  and  passive  immune  activity.  A
comprehensive  immunotherapy  most closely resembles the workings of the natural
immune  system  in the sense  that it works on  multiple  fronts  in the  battle
against  cancer.  A  comprehensive  immunotherapy  causes a direct and  targeted
killing of the tumor  cells and  activates  the immune  system to produce a more
robust and sustainable anti-tumor response.

     Multikine is designed to target the tumor  micro-metastases that are mostly
responsible for treatment failure.  The basic concept is to add Multikine to the
current cancer  treatments with the goal of making the overall cancer  treatment
more successful.  Phase II data indicated that Multikine treatment resulted in a
substantial  increase  in the  survival  of  patients.  The lead  indication  is
advanced  primary  (previously  untreated) head & neck cancer (about 600,000 new


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cases  per  annum).  Since  Multikine  is not  tumor  specific,  it may  also be
applicable in many other solid tumors.

     In January 2007, the US Food and Drug  Administration  (FDA) concurred with
the  initiation  of a global  Phase III  clinical  trial in head and neck cancer
patients using  Multikine.  The Canadian  regulatory  agency,  the Biologics and
Genetic Therapies Directorate, had previously concurred with the initiation of a
global  Phase  III  clinical  trial  in head  and  neck  cancer  patients  using
Multikine.

     The protocol is designed to develop conclusive  evidence of the efficacy of
Multikine in the treatment of advanced primary  (previously  untreated) squamous
cell carcinoma of the oral cavity (head and neck cancer).  A successful  outcome
from this trial should enable CEL-SCI to apply for a Biologics License to market
Multikine for the treatment of this patient population.

     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.

UNIQUE COLD FILL CONTRACT  MANUFACTURING  SERVICE TO BE OFFERED AT CEL-SCI'S NEW
MANUFACTURING FACILITY

     In October 2008, CEL-SCI took over its new, state-of-the-art  manufacturing
facility. This facility,  leased from a third party, will be used to manufacture
Multikine for CEL-SCI's Phase III clinical trial. Located near Baltimore, MD, it
was designed over several years,  and was built out to CEL-SCI's  specifications
during the past 18 months.  In  addition to using this  facility to  manufacture
Multikine,  CEL-SCI  will  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).  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.

     The  fastest  area of growth in the  biopharmaceutical  and  pharmaceutical
markets is  biologics,  and most  recently  stem cell  products.  Biologics  are
usually very  sensitive to heat and quickly  lose their  biological  activity if
exposed  to  room  or  elevated  temperature.  However,  these  products  do not
generally lose activity when kept at 4 degrees Celsius.

     The  FDA  and  other  regulatory  agencies  require  a  drug  developer  to
demonstrate  the safety,  purity and potency of a drug being produced for use in
humans.  When filling a product at 4 degrees  Celsius,  minimal to no biological
losses occur and therefore the potency of the drug is maintained  throughout the
final critical step of the drug's manufacturing process. If the same temperature
sensitive drug is instead aseptically filled at room temperature,  expensive and
time consuming validation studies must be conducted, first, to be able to obtain
a  complete  understanding  of  the  product's  potency  loss  during  the  room


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temperature fill process,  and second, to create solutions to the drug's potency
losses, which require further testing and validation.

     CEL-SCI's   unique,   cold  aseptic   filling  suite  can  be  operated  at
temperatures  between 2 degrees  Celsius and room  temperatures,  and at various
humidity levels.  CEL-SCI's  aseptic filling suites are maintained at FDA and EU
ISO  classifications  of 5/6.  CEL-SCI  also has the  capability  to  formulate,
inspect, label and package biologic products at cold temperatures.

     CEL-SCI does not know of any other  facility in the United  States which is
able to provide cold 4 degrees  Celsius  finish and fill  services on a contract
basis.

L.E.A.P.S.
- ----------

     CEL-SCI's  patented T-cell Modulation  Process uses  "heteroconjugates"  to
direct  the body to  choose a  specific  immune  response.  The  heteroconjugate
technology,  referred to as  L.E.A.P.S.  (Ligand  Epitope  Antigen  Presentation
System),  is intended to  selectively  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 vaccines, 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
vaccine/treatment  against  H1N1 swine flu.  The Company has begun  pre-clinical
formulation,  evaluation  and testing of a new  application of its H1N1 vaccine,
which will allow the  targeting  of  "mutated"  versions of H1N1 swine and other
influenza viruses. It is believed that the influenza virus may mutate and evolve
between now and the winter flu season. In conjunction with the testing,  CEL-SCI
has produced several  L.E.A.P.S.  flu vaccines that 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 change of viral  "escape by  mutations"  from  immune
recognition.  CEL-SCI's  L.E.A.P.S.  flu vaccine  contains  epitopes known to be
associated with immune protection against influenza in animal models.

     With its LEAPS  technology  CEL-SCI also  discovered 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.


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General
- -------

     CEL-SCI has funded the costs  associated  with the clinical trials relating
to CEL-SCI's  technologies,  research expenditures and CEL-SCI's  administrative
expenses  with  the  public  and  private  sales  of  CEL-SCI's  securities  and
borrowings from third parties, including affiliates of CEL-SCI.

     All of CEL-SCI's  products are in the development  stage. As of the date of
this  prospectus  CEL-SCI  was not  receiving  any  revenues  from  the  sale of
MULTIKINE or any other products which CEL-SCI was developing.

     CEL-SCI does not expect to develop  commercial  products for several years,
if at  all.  CEL-SCI  has had  operating  losses  since  its  inception,  had an
accumulated deficit of approximately $(135,000,000) at June 30, 2009 and expects
to incur substantial losses for the foreseeable future.

     CEL-SCI's  executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.

THE OFFERING

Securities Offered:

     Up to 1,083,435  shares of common stock are being offered to investors at a
price of $0.45 per share. For each two shares purchased an investor will receive
one Series C  warrant.  Each  Series C warrant  will  entitle  the  investor  to
purchase  one share of  CEL-SCI's  common  stock.  The Series C warrants  may be
exercised at any time on or after  February 20, 2010 and on or prior to February
20, 2015 at a price of $0.55 per share.

Common Stock Outstanding:   As of August 26, 2009 CEL-SCI had 161,143,498
                            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.  If all outstanding warrants and
                            convertible securities were exercised and converted
                            (exclusive of the shares and warrants which are sold
                            by means of this prospectus supplement), CEL-SCI
                            would have approximately 269,000,000 outstanding
                            shares of common stock.

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 the
                            accompanying prospectus.



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NYSE Amex trading symbol:   CVM

Use of Proceeds:            The net proceeds from the sale of the securities
                            offered, after deducting the estimated expenses of
                            this offering, will be approximately $480,000 and
                            will be used for CEL-SCI's general and
                            administrative expenses.

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.

                              PLAN OF DISTRIBUTION

     CEL-SCI  will offer the shares and warrants  directly to select  investors.
CEL-SCI  will not pay any  commissions  with  respect  to the sale of any of the
securities offered by this prospectus.

     CEL-SCI  estimates  that its portion of the total expenses of this offering
will be approximately $7,000.

                            DESCRIPTION OF SECURITIES

     By  means  of this  prospectus  CEL-SCI  Corporation  is  offering  to sell
1,083,435  shares of its common  stock to private  investors at a price of $0.45
per share.  For each two shares purchased the investor will receive one Series C
warrant.  Each Series C warrant  will entitle the investor to purchase one share
of CEL-SCI's common stock.

      Common Stock
      ------------

     CEL-SCI is authorized  to issue  300,000,000  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


                                       6


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 are no  conversion,  redemption,
sinking  fund or  similar  provisions  regarding  the common  stock.  All of the
outstanding  shares of common stock are fully paid and non-assessable and all of
the shares of common  stock  offered as a  component  of the Units will be, upon
issuance, fully paid and non-assessable.

Series C Warrants
- -----------------

     The Series C warrants  allow the holder to purchase  one share of CEL-SCI's
common stock.

     Initially, the Series C warrants will allow the note holders to purchase up
to 541,717 shares of CEL-SCI's common stock at a price of $0.55 per share at any
time on or after February 20, 2010 and on or prior to February 20, 2015.

     The exercise price of the warrants, as well as the shares issuable upon the
exercise of the warrants, will also be proportionately  adjusted in the event of
any stock splits.

     In case CEL-SCI  reorganizes its capital,  reclassifies  its capital stock,
consolidates  or merges with or into another  corporation  (where CEL-SCI is not
the surviving  corporation  or where there is a change in or  distribution  with
respect to CEL-SCI's common stock), or sells, transfers or otherwise disposes of
all or substantially all its property, assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation,  are to be received by or  distributed to the holders of
CEL-SCI's common stock,  then the holders of the Series C warrants will have the
right to receive,  upon the  exercise  of the Series C  warrants,  the shares of
common stock or other securities of the successor or acquiring corporation or of
CEL-SCI,  if it is the  surviving  corporation,  as well as any  other  property
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation  or  disposition  of assets as if holders of the Series C warrants
had exercised their warrants immediately prior to such event. The foregoing also
applies in the event there is a tender  offer for  CEL-SCI's  shares by either a
third person or CEL-SCI.

     In certain  cases,  the holders of the Series C warrants (in the event of a
reclassification of CEL-SCI's common stock, or a consolidation,  merger, sale of
assets, tender offer, or similar transaction), will have the right to sell their
Series C warrants to CEL-SCI,  or any successor to CEL-SCI,  at a price which is
equal to the value of the warrants as  determined  by the Black  Scholes  Option
Pricing Model.


                                       7


                             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

     The following  documents  filed with the Commission by CEL-SCI  (Commission
File No. 0-11503) are incorporated by reference into this prospectus:

      (1) Annual Report on Form 10-K for the fiscal year ended September 30,
2008.

      (2) Proxy Statement relating to its March 3, 2008 shareholders' meeting.

      (3) Report on Form 8-K filed on December 9, 2008.

      (4) Report on Form 10-Q for the three months ended December 31, 2008.

      (5) Report on Form 8-K filed on January 6, 2009.

      (6) Report on Form 8-K filed on March 12, 2009.

      (7) Report on Form 8-K filed on April 1, 2009.

      (8) Report on Form 10-Q for the three months ended March 31, 2009.

      (9) Report on form 8-K filed June 25, 2009.

      (10) Report on Form 8-K filed June 29, 2009.

      (11) Report on Form 8-K filed July 2, 2009.


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      (12) Report on Form 8-K filed on August 5, 2009.

      (13) Report on Form10-Q for the three months ended June 30, 2009.

      (14) Report on Form 8-K filed on August 21, 2009.

     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.

     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.

     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.