Rule 424(b)(3)
                                                                File #333-160794
                              PROSPECTUS SUPPLEMENT
                    (to Prospectus dated September 30, 2011)

                               CEL-SCI CORPORATION
                            Common Stock and Warrants

     By  means  of this  prospectus  CEL-SCI  Corporation  is  offering  to sell
13,333,334  shares  of its  common  stock to  investors  at a price of $0.30 per
share.  For every 100 shares purchased an investor will also receive 90 Series F
warrants or an  aggregate  of  12,000,001  warrants.  Each Series F warrant will
entitle the holder to purchase one share of CEL-SCI's common stock. The Series F
warrants  may be  exercised  at any time  prior to October 6, 2014 at a price of
$0.40 per share.

     CEL-SCI has agreed to pay Chardan Capital Markets, LLC, the placement agent
for this  offering,  a cash  commission of $140,000.  CEL-SCI has also agreed to
issue to Chardan  Capital Market,  LLC 666,667 Series G warrants.  Each Series G
warrant will entitle the holder to purchase one share of CEL-SCI's common stock.
The Series G warrants may be exercised at any time prior to August 12, 2014 at a
price of $0.40 per share.

     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 10 of CEL-SCI's prospectus dated September 30, 2011.

     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 October 3, 2011 the closing price of CEL-SCI's common stock was $0.34.

     Delivery of the shares and warrants  will take place on or about October 6,
2011, subject to the satisfaction of certain conditions.

           The date of this prospectus supplement is October 3, 2011.




                               PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED  INFORMATION  APPEARING ELSEWHERE
IN THIS PROSPECTUS  SUPPLEMENT,  AS WELL AS CEL-SCI'S PROSPECTUS DATED SEPTEMBER
30, 2011.

     CEL-SCI Corporation 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.  We do not incorporate the information on our website into this
prospectus supplement or accompanying prospectus, and you should not consider it
part of this prospectus supplement or accompanying prospectus.

     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 (Leukocyte  Interleukin,  Injection)  investigational cancer
          therapy; and
     2)   LEAPS  technology,  with two  products,  pandemic  flu  treatment  for
          hospitalized  patients and CEL-2000,  a rheumatoid arthritis treatment
          vaccine.

MULTIKINE

     CEL-SCI's lead investigational  therapy Multikine  (Leukocyte  Interleukin,
Injection)  is  currently  being  developed  as a  potential  therapeutic  agent
directed at using the immune  system to produce an anti-tumor  immune  response.
Data  from  Phase I and  Phase II  clinical  trials  suggest  Multikine  has the
potential to directly  target the tumor cells.  These data also indicate that it
appears to activate the  patient's own  anti-tumor  immune  response.  Multikine
(Leukocyte  Interleukin,  Injection)  is the full  name of this  investigational
therapy, which, for simplicity, is referred to in the remainder of this document
as Multikine.  Multikine is the trademark  that CEL-SCI has  registered for this
investigational  therapy,  and this proprietary name is subject to FDA review in
connection  with our future  anticipated  regulatory  submission  for  approval.
Multikine has not been  licensed or approved by the FDA or any other  regulatory
agency. Neither has its safety or efficacy been established for any use.

     Multikine  has been  cleared by the  regulators  in 9 countries  around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients.  This trial is expected
to be the largest head and neck cancer clinical study ever conducted.

     It is also  thought  to be the first  Phase III study in the world in which
immunotherapy is given to cancer patients first,  i.e., prior to their receiving

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any  conventional  treatment for cancer,  including  surgery,  radiation  and/or
chemotherapy.  This could be shown to be important because  conventional therapy
may  weaken  the immune  system,  and may  compromise  the  potential  effect of
immunotherapy.  Because Multikine is given before  conventional  cancer therapy,
when the immune system may be more intact, we believe the possibility exists for
it to have a greater  likelihood of activating  an  anti-tumor  immune  response
under these  conditions.  This  likelihood is one of the clinical  aspects being
evaluated in the ongoing global Phase III clinical trial.

     Multikine  is a  different  kind of  investigational  therapy  in the fight
against cancer; Multikine is a defined mixture of cytokines. It is a combination
immunotherapy, possessing both active and passive properties.

     During the early  investigational  phase,  in Phase I and Phase II clinical
trials in over 220 subjects who received the  investigational  therapy Multikine
in doses of 200 to 3200 IU as IL-2, no serious  adverse  events were reported as
being expressly due to administration of this investigational therapy Multikine,
and subjects in those clinical trials and the treating  physicians reported that
this  investigational  therapy was well tolerated in those early-stage  clinical
trials.  Adverse  events which were reported as possibly or probably  related to
Multikine  administration  were  mild  to  moderate  and  included  pain  at the
injection site, local minor bleeding and edema at the injection site,  diarrhea,
headache,  nausea,  and  constipation.  No  "abnormal"  laboratory  results were
reported  following  Multikine  treatment  - other than those  commonly  seen by
treating  physicians  in this  patient  population  -  regardless  of  Multikine
administration.  Similarly,  in these early-phase  clinical studies in patients,
there was no reported increased toxicity of follow-on  treatments as a result of
Multikine administration.  No complications following surgery (such as increased
time for wound healing) were reported.  No definitive  conclusions  can be drawn
from these data about the  safety or  efficacy  profile of this  investigational
therapy,  and further  research is  required  and the global  Phase III study is
ongoing in an effort to confirm these results. Currently,  Multikine has not yet
been  licensed  or  approved  for sale,  barter or exchange by the FDA or by any
other  regulatory  agency.  Similarly,  its  safety  or  efficacy  has not  been
established for any use.

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

     CEL-SCI completed  validation of its new manufacturing  facility in January
2010. The state-of-the-art  facility is being used to manufacture  Multikine for
CEL-SCI's  Phase III  clinical  trial.  In  addition  to using this  facility to
manufacture  Multikine,  CEL-SCI,  only if the  facility  is not being  used for
Multikine,  may 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),  however,  priority  will  always be given to  Multikine.  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. These compounds and
therapies are derived from or mimic human cells or proteins and other  molecules
(e.g.,  hormones,  etc.).  Nearly  all of the major  drugs  developed  for unmet
medical  needs  (e.g.,   Avastin(R),   Erbitux(R),   Rituxan(R),   Herceptin(R),

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Copaxon(R),  etc.) are  biologics.  Biologics are usually very sensitive to heat
and  quickly  lose their  biological  activity  if  exposed to room or  elevated
temperature.  Room or elevated  temperatures may also affect the shelf-life of a
biologic  with the  result  that the  product  cannot be  stored  for as long as
desired.  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
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.

L.E.A.P.S.

     CEL-SCI's patented T-cell Modulation Process,  referred to as LEAPS (Ligand
Epitope  Antigen  Presentation  System LEAPS is designed to 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
treatment for H1N1 (swine flu) hospitalized  patients.  This LEAPS flu treatment
is designed to 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 chance of
viral  "escape  by  mutations"  from  immune  recognition.  CEL-SCI's  LEAPS flu
treatment  contains  epitopes  known to be  associated  with  immune  protection
against influenza in animal models.

     On  September  16,  2009,  the U.S.  Food and Drug  Administration  advised
CEL-SCI  that it could  proceed  with its first  clinical  trial to evaluate the

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effect of  LEAPS-H1N1  treatment on the white blood cells of  hospitalized  H1N1
patients.  This  followed an expedited  initial  review of CEL-SCI's  regulatory
submission for this study proposal.

     On November 6, 2009,  CEL-SCI  announced that The Johns Hopkins  University
School of Medicine had given  clearance for CEL-SCI's  first  clinical  study to
proceed  using  LEAPS-H1N1.  Soon  after the start of the  study,  the number of
hospitalized H1N1 patients  dramatically  declined and the study has been unable
to complete the enrollment of patients.  If the disease reemerges,  then CEL-SCI
will be able to continue the study.

     This pandemic flu work is being pursued in collaboration  with the National
Institute  of Allergy and  Infectious  Diseases  (NIAID),  part of the  National
Institutes of Health,  USA. In May 2011 NIAID  scientists  presented data at the
Keystone Conference on "Pathogenesis of Influenza:  Virus-Host  Interactions" in
Hong Kong,  China.showing  the positive  results of efficacy  studies in mice of
L.E.A.P.S.  H1N1  activated  dendritic  cells  (DCs)  to treat  the H1N1  virus.
Scientists at the NIAID found that  H1N1-infected  mice treated with  LEAPS-H1N1
DCs showed a survival advantage over mice treated with control DCs. The work was
performed in  collaboration  with  scientists led by Kanta  Subbarao,  M.B.B.S.,
M.P.H,  of the National  Institute of Allergy and Infectious  Diseases  (NIAID),
part of the National Institutes of Health, USA.

     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.

     In February 2010 CEL-SCI  announced that its CEL-2000 vaccine  demonstrated
that it was able to block the  progression  of  rheumatoid  arthritis in a mouse
model.  The results were  published in the scientific  peer-reviewed  Journal of
International   Immunopharmacology   (online   edition)  in  an  article  titled
"CEL-2000:  A  Therapeutic  Vaccine for  Rheumatoid  Arthritis  Arrests  Disease
Development and Alters Serum Cytokine/Chemokine  Patterns in the Bovine Collagen
Type II Induced  Arthritis in the DBA Mouse  Model" with lead author Dr.  Daniel
Zimmerman.  The study was  co-authored  by scientists  from CEL-SCI,  Washington
Biotech,  Northeastern Ohio  Universities  Colleges of Medicine and Pharmacy and
Boulder BioPath.

     None of the LEAPS  investigational  products  have been  approved for sale,
barter or  exchange  by the FDA or any other  regulatory  agency  for any use to
treat disease in animals or humans. The safety or efficacy of these products has
not been established for any use. Lastly, no definitive conclusions can be drawn
from these early-phase,  preclinical-trials data involving these investigational
products. Before obtaining marketing approval from the FDA in the United States,
and by comparable  agencies in most foreign countries,  these product candidates
must undergo rigorous  preclinical and clinical testing which is costly and time
consuming and subject to  unanticipated  delays.  There can be no assurance that
these approvals will be granted.

                                       5


General

     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 $(185,195,000) at June 30, 2011 and expects
to incur substantial losses for the foreseeable future.

THE OFFERING

Securities Offered:

     13,333,334 shares of common stock are being offered to investors at a price
of $0.30 per share. For every 100 shares purchased an investor will also receive
90 Series F warrants.  Each Series F warrant will entitle the holder to purchase
one share of CEL-SCI's  common stock.  The Series F warrants may be exercised at
any time prior to October  6, 2014 at a price of $0.40 per  share.  CEL-SCI  has
also agreed to issue to Chardan Capital  Market,  LLC 666,667 Series G warrants.
Each Series G warrant will entitle the holder to purchase one share of CEL-SCI's
common  stock.  The  Series G  warrants  may be  exercised  at any time prior to
August 12, 2014 at a price of $0.40 per share.

Common Stock Outstanding:   As of  October  3,  2011  CEL-SCI  had  214,723,023
                            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   301,225,000 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
                            CEL-SCI's prospectus dated September 30, 2011.

                                       6


NYSE Amex trading symbol:   CVM

Use of Proceeds:            The net proceeds from the sale of the securities
                            offered,  after deducting the  placement  agent's
                            commission  and the estimated expenses of this
                            offering, will be approximately  $3,855,000 and
                            will be used for CEL-SCI's general and
                            administrative  expenses and for CEL-SCI's Phase III
                            clinical trials involving  Multikine (Leukocyte
                            Interleukin, Injection).

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

     Chardan Capital  Markets,  LLC, the placement agent for this offering,  has
agreed to place for sale, and CEL-SCI has agreed to grant to the placement agent
the right to place for sale, shares of CEL-SCI's common stock, as well as Series
F warrants,  which  together have a value of  approximately  $8,800,000.

     The placement agent may solicit  purchases of some or all of the shares and
warrants  directly from the public at the public offering price set forth on the
cover page of this prospectus supplement.

     The  placement  agent will not acquire any shares or Series F warrants  for
its own account.

     The  placement  agent  will  receive  from  CEL-SCI  a cash  commission  of
$140,000.  CEL-SCI  has also  agreed to issue to  Chardan  Capital  Market,  LLC
666,667  Series G  warrants.  Each Series G warrant  will  entitle the holder to
purchase  one share of  CEL-SCI's  common  stock.  The Series G warrants  may be
exercised at any time prior to August 12, 2014 at a price of $0.40 per share.

     The  following  table shows the fees that  CEL-SCI has agreed to pay to the
placement agent in connection with this offering:

                                       7


            Per share   $0.0105
            Total        $140,000

     The placement agent may, from time to time, engage in transactions with and
perform services for CEL-SCI in the ordinary course of its business.

     It is expected that the closing of this offering will take place on October
6,  2011.  CEL-SCI  estimates  that its  portion of the total  expenses  of this
offering,   exclusive  of  the   placement   agent's   commission   and  expense
reimbursement, will be approximately $5,000.

                            DESCRIPTION OF SECURITIES

     By  means  of this  prospectus  CEL-SCI  Corporation  is  offering  to sell
13,333,334  shares of its common stock to private  investors at a price of $0.30
per share.  For every 100 shares purchased the investor will receive 90 Series F
warrants.  Each Series F warrant will entitle the investor to purchase one share
of CEL-SCI's common stock at $0.40.

Common Stock

     CEL-SCI is authorized  to issue  450,000,000  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
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 F Warrants

     Each Series F warrant  allows the holder to purchase one share of CEL-SCI's
common stock.

     Initially,  the Series F warrants  will allow the holders to purchase up to
12,000,001 shares of CEL-SCI's common stock at a price of $0.40 per share at any
time prior to October 6, 2014.

     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.

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     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 F warrants will have the
right to receive,  upon the  exercise  of the Series F  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 F 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 F 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 F 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.

                             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

                                       9


The following  documents filed with the Commission by CEL-SCI  (Commission  File
No. 001-11889) are incorporated by reference into this prospectus:

     o    Annual  Report on Form 10-K for the fiscal  year ended  September  30,
          2010.

     o    Report on Form10-Q  for the three and six months  ended  December  31,
          2010.

     o    Report on Form 10-Q for the three months ended March 31, 2011.

     o    Report on Form 8-K filed on April 15, 2011.

     o    Proxy  Statement  relating  to April  15,  2011  annual  shareholders'
          meeting.

     o    Report on Form 10-Q for the three and nine months ended June 30, 2011.

     o    Report on Form 8-K filed on September 6, 2011.

     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

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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.

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