<SEC-DOCUMENT>0001004878-12-000317.txt : 20120925
<SEC-HEADER>0001004878-12-000317.hdr.sgml : 20120925
<ACCEPTANCE-DATETIME>20120925170845
ACCESSION NUMBER:		0001004878-12-000317
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20120925
DATE AS OF CHANGE:		20120925
EFFECTIVENESS DATE:		20120925

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEL SCI CORP
		CENTRAL INDEX KEY:			0000725363
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				840916344
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-184092
		FILM NUMBER:		121109539

	BUSINESS ADDRESS:	
		STREET 1:		8229 BOONE BLVD .
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182
		BUSINESS PHONE:		7035069460

	MAIL ADDRESS:	
		STREET 1:		8229 BOONE BLVD.
		STREET 2:		SUITE 802
		CITY:			VIENNA
		STATE:			VA
		ZIP:			22182

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLEUKIN 2 INC
		DATE OF NAME CHANGE:	19880317
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8sept-12.txt
<DESCRIPTION>FORM S-8
<TEXT>
     As filed with the Securities and Exchange Commission on _________, 2012

                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of l933

                               CEL-SCI CORPORATION
                        --------------------------------
               (Exact name of issuer as specified in its charter)

               Colorado                                   84-0916344
     -------------------------------        ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)


               8229 Boone Blvd., Suite 802
                     Vienna, Virginia                          22182
          --------------------------------------            ----------
         (Address of Principal Executive Offices)           (Zip Code)

                          Incentive Stock Option Plans
                        Non-Qualified Stock Option Plans
                                Stock Bonus Plans
                             Stock Compensation Plan
                          ---------------------------
                              (Full Title of Plan)

                                Geert R. Kersten
                               CEL-SCI Corporation
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 22182
                    ---------------------------------------
                     (Name and address of agent for service)

                                 (703) 506-9460
                     -------------------------------------
         (Telephone number, including area code, of agent for service)

           Copies of all communications, including all communications
                         sent to agent for service to:

                              William T. Hart, Esq.
                                 Hart & Trinen
                             l624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061

<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                         Proposed      Proposed
Title of                                  maximum      maximum
securities                  Amount       offering     aggregate     Amount of
 to be                      to be         price        offering    registration
registered               registered (1) per share (2)   price          fee
-------------------------------------------------------------------------------


Common Stock issuable
pursuant to 2012
Incentive
Stock Option Plan         2,000,000

Common Stock issuable
pursuant to 2012 Non-
Qualified
Stock Option Plan         2,000,000

Common Stock issuable
pursuant to 2012 Stock
Bonus Plan                2,000,000

Common Stock issuable
pursuant to the Stock
Compensation Plan         2,000,000
                          ---------
                          8,000,000      $2,880,000                   $331
                          =========      ==========                   ====

     (1)  This  Registration  Statement  also covers such  additional  number of
          shares,  presently  undeterminable,  as may become  issuable under the
          Stock  Option and Bonus Plans in the event of stock  dividends,  stock
          splits,  recapitalizations  or other changes in the  Company's  common
          stock.  The shares subject to this  Registration  Statement are shares
          granted  pursuant to the Company's Stock Option and Bonus Plans all of
          which may be reoffered in accordance with the provisions of Form S-8.

     (2)  Varied,  but not less than the fair market  value on the date that the
          options  were or are granted.  Pursuant to Rule  457(g),  the proposed
          maximum  offering  price  per  share and  proposed  maximum  aggregate
          offering  price are based upon closing price of the  Company's  common
          stock on September 24, 2012.


                                       2
<PAGE>

                               CEL-SCI CORPORATION
              Cross Reference Sheet Required Pursuant to Rule 404
                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

(NOTE:   Pursuant to instructions to Form S-8, the Prospectus described below
         is not required to be filed with this Registration Statement.)
Item
 No.     Form S-8 Caption                              Caption in Prospectus
----     ----------------                              ---------------------

  1.     Plan Information

         (a)  General Plan Information            Stock Option and Bonus Plans

         (b)  Securities to be Offered            Stock Option and Bonus Plans

         (c)  Employees who may Participate       Stock Option and Bonus Plans
              in the Plan

         (d)  Purchase of Securities Pursuant     Stock Option and Bonus Plans
              to the Plan and Payment for
              Securities Offered

         (e)  Resale Restrictions                 Resale of Shares by Affiliates

         (f)  Tax Effects of Plan                 Stock Option and Bonus Plans
              Participation

         (g)  Investment of Funds                 Not Applicable.

         (h)  Withdrawal from the Plan;           Other Information Regarding
              Assignment of Interest              the Plans

         (i)  Forfeitures and Penalties           Other Information Regarding
                                                  the Plans

         (j)  Charges and Deductions and          Other Information Regarding
              Liens Therefore                     the Plans

2.       Registrant Information and Employee      Available Information,
         Plan Annual Information                  Documents Incorporated by
                                                  Reference


                                       3
<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference
------------------------------------------------

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

(1)  Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

(2)  Report on Form 8-K filed on October 6, 2011.

(3)  Report on Form 8-K filed on December 6, 2011.

(4)  Report on Form 8-K filed on January 27, 2012.

(5)  Report on Form 8-K filed on February 6, 2012.

(6)  Quarterly report on Form 10-Q for the three months ended December 31, 2011.

(7)  Report on Form 8-K filed on February 13, 2012.

(8)  Preliminary Proxy Statement on Schedule 14A filed on February 17, 2012.

(9)  Definitive Proxy Statement on Schedule 14A filed on March 20, 2012.

(10) Quarterly report on Form 10-Q for the six months ended March 31, 2012.

(11) Report on Form 8-K filed on May 18, 2012.

(12) Report on Form 8-K filed on June 21, 2012.

(13) Quarterly report on Form 10-Q for the nine months ended June 30, 2012.

     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.

     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the time it is used by CEL-SCI to offer and sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into 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,

                                       4
<PAGE>

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.

Item 4 - Description of Securities
----------------------------------

     Not required.

Item 5 - Interests of Named Experts and Counsel
-----------------------------------------------

     Not Applicable.

Item 6 - Indemnification of Directors and Officers
--------------------------------------------------

     The Bylaws of the  Company  provide in  substance  that the  Company  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened  or completed  action,  suit or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative  by  reason  of the fact that such
person  is or was a  director,  officer,  employee,  fiduciary  or  agent of the
Company,  or is or was  serving  at the  request of the  Company as a  director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Colorado;  and that  expenses  incurred in defending  any such civil or criminal
action,  suit or  proceeding  may be paid by the Company in advance of the final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.

Item 7 - Exemption for Registration Claimed
-------------------------------------------

     Not Applicable

Item  8  -   Exhibits
---------------------

4 - Instruments Defining Rights of
    Security Holders

  (a) - Common Stock                        Incorporated   by   reference   to
                                            Exhibit  4(a)  of  the   Company's
                                            Registration  Statements  on  Form
                                            S-l,   File  Nos.   2-85547-D  and
                                            33-7531.

  (b) - 2012 Incentive Stock Option Plan    ___________________________________

                                       5
<PAGE>

  (c) - 2012 Non-Qualified Stock Option
        Plan                                ___________________________________

  (d) - 2012 Stock Bonus Plan               ___________________________________

  (e) - Stock Compensation Plan (as
        amended)                            ___________________________________

5 - Opinion Regarding Legality              ___________________________________

 l5 - Letter Regarding Unaudited Interim
      Financial Information                 None

 23 - Consent of Independent Public
      Accountants and Attorneys             ___________________________________

 24 - Power of Attorney                     Included  in  the   signature
                                            page  of  this Registration
                                            Statement

  99 - Additional Exhibits
      (Re-Offer Prospectus)                 ___________________________________

Item 9 - Undertakings
---------------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

          (i)  to include any  prospectus  required  by Section  l0(a)(3) of the
               Securities Act of l933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement; and

          (iii) to include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  in such  information  in the
               registration statement;

               Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the registrant  pursuant to Section l3
               or Section l5(d) of the Securities Act of l934.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of l933, each such post-effective  amendment shall be deemed

                                       6
<PAGE>

     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of l933, each filing of the
registrant's  Annual  Report  pursuant to Section  l3(a) or Section l5(d) of the
Securities  Exchange  Act of l934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  Section  l5(d)  of  the
Securities  Exchange  Act of l934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       7
<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  constitutes
and appoints Maximilian de Clara and Geert R. Kersten, or each of them, his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission granting unto said  attorneys-in-fact  and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or their  substitutes  or  substitute  may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Vienna, State of Virginia, on September 25, 2012.

                                       CEL-SCI CORPORATION

                                       By: /s/ Maximillian de Clara
                                           --------------------------------
                                           Maximilian de Clara, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                               Title                   Date
---------                               -----                   ----

/s/ Maximilian de Clara
-------------------------        Director and President    September 25, 2012
Maximilian de Clara

/s/ Geert R. Kersten
-------------------------        Director, Principal       September 25, 2012
Geert R. Kersten                 Executive, Financial and
                                 Accounting Officer

                                 Director
-------------------------
Alexander G. Esterhazy

/s/ C. Richard Kinsolving        Director                  September 25, 2012
-------------------------
C. Richard Kinsolving, Ph.D.

/s/ Peter R. Young               Director                  September 25, 2012
-------------------------
Peter R. Young, Ph.D.

                                       8
<PAGE>


                           FORM S-8CEL-SCI Corporation
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22182


                                    EXHIBITS


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>forms8exh4bsept-12.txt
<DESCRIPTION>EXHIBIT 4B
<TEXT>


                                  EXHIBIT 4(b)


<PAGE>


                               CEL-SCI CORPORATION
                        2012 INCENTIVE STOCK OPTION PLAN

     1. Purpose. The purpose of this Incentive Stock Option Plan (the "Plan") is
to advance the interests of CEL-SCI  Corporation and any subsidiary  corporation
(hereinafter  referred  to as the  "Company")  and all of its  shareholders,  by
strengthening  the  Company's  ability  to  attract  and  retain  in its  employ
individuals  of training,  experience,  and ability,  and to furnish  additional
incentive to officers and valued employees upon whose judgment,  initiative, and
efforts the successful  conduct and development of its business largely depends,
by encouraging  such officers and employees to become owners of capital stock of
the Company.

     This will be  effected  through  the  granting  of stock  options as herein
provided,  which  options are intended to qualify as "Incentive  Stock  Options"
within the meaning of Section 422 of the Internal  Revenue Code, as amended (the
"Code").

     2. Definitions.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Committee"  means the directors duly appointed to administer the
               Plan.

          (c)  "Common Stock" means the Company's Common Stock.

          (d)  "Date of Grant"  means  the date on which an  Option  is  granted
               under the Plan.

          (e)  "Option" means an Option granted under the Plan.

          (f)  "Optionee"  means  a  person  to whom an  Option,  which  has not
               expired, has been granted under the Plan.

          (g)  "Successor"  means the legal  representative  of the  estate of a
               deceased  optionee or the person or persons who acquire the right
               to exercise an Option by bequest or  inheritance  or by reason of
               the death of any Optionee.

     3.  Administration of Plan. The Plan shall be administered by the Company's
Board  of  Directors  or in the  alternative,  by a  committee  of  two or  more
directors  appointed by the Board (the  "Committee").  If a Committee  should be
appointed,  the Committee shall report all action taken by it to the Board.  The
Committee shall have full and final authority in its discretion,  subject to the
provisions  of the Plan, to determine  the  individuals  to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
<PAGE>

the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

     4. Common Stock Subject to Options.  The aggregate  number of shares of the
Company's  Common Stock which may be issued upon the exercise of Options granted
under the Plan shall not  exceed  2,000,000.  The  shares of Common  Stock to be
issued upon the  exercise  of Options may be  authorized  but  unissued  shares,
shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

     The aggregate  fair market value  (determined  as of the time any option is
granted) of the stock for which any  employee may be granted  options  which are
first  exercisable  in any single  calendar  year under this Plan (and any other
plan of the Company meeting the  requirements  for Incentive Stock Option Plans)
shall not exceed $100,000.

     5. Participants.  Options will be granted only to persons who are employees
of the Company or  subsidiaries  of the Company and only in connection  with any
such person's employment. The term "employees" shall include officers as well as
other  employees,  and the officers and other employees who are directors of the
Company.  The Committee will  determine the employees to be granted  options and
the number of shares subject to each option.

     6. Terms and Conditions of Options. Any Option granted under the Plan shall
be evidenced by an agreement executed by the Company and the recipient and shall
contain  such terms and be in such form as the  Committee  may from time to time
approve, subject to the following limitations and conditions:

     (a) Option Price.  The purchase price of each option shall not be less than
100% of the fair market value of the  Company's  common stock at the time of the
granting  of the option  provided,  however,  if the  optionee,  at the time the
option is granted,  owns stock  possessing  more than 10% of the total  combined
voting power of all classes of stock of the Company,  the purchase  price of the
option  shall not be less than 110% of the fair market value of the stock at the
time of the granting of the option.

     (b) Period of Option.  The maximum period for exercising an option shall be
10 years from the date upon which the option is granted,  provided,  however, if
the optionee, at the time the option is granted, owns stock possessing more than
l0% of the total  combined  voting power of all classes of stock of the Company,
the maximum  period for  exercising  an option shall be five years from the date
upon which the option is  granted  and  provided  further,  however,  that these
periods may be shortened in accordance with the provisions of Paragraph 7 below.

     Subject to the  foregoing,  the  period  during  which  each  option may be
exercised,  and the  expiration  date of  each  Option  shall  be  fixed  by the
Committee.
<PAGE>


     If an optionee shall cease to be employed by the Company due to disability,
as defined in Section 22(e)(3) of the Code, he may, but only within the one year
next succeeding such cessation of employment,  exercise his option to the extent
that he was entitled to exercise it on the date of such cessation. The Plan will
not confer upon any optionee any right with respect to continuance of employment
by the  Company,  nor  will it  interfere  in any way  with  his  right,  or his
employer's right, to terminate his employment at any time.

     (c) Vesting of  Shareholder  Rights.  Neither an Optionee nor his successor
shall have any rights as a  shareholder  of the Company  until the  certificates
evidencing the shares  purchased are properly  delivered to such Optionee or his
successor.

     (d) Exercise of Option.  Each Option shall be exercisable from time to time
during a period (or periods)  determined  by the  Committee  and ending upon the
expiration or termination of the Option;  provided,  however, the Committee may,
by  the  provisions  of  any  Option  Agreement,  limit  the  number  of  shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.  An Option shall not be exercisable in whole or in part prior to
the date of shareholder approval of the Plan.

     Options  may be  exercised  in part from  time to time  during  the  option
period.  The exercise of any option will be  contingent  upon  compliance by the
Optionee (or purchaser  acting  pursuant to Section 6(b)) with the provisions of
Section 10 below and upon receipt by the Company of either (i) cash or certified
bank  check  payable to its order in the  amount of the  purchase  price of such
shares (ii)  shares of Company  stock  having a fair  market  value equal to the
purchase  price of such shares,  or (iii) a combination  of (i) and (ii). If any
law or  regulation  requires  the Company to take any action with respect to the
shares to be issued upon  exercise of any option,  then the date for delivery of
such stock shall be extended for the period necessary to take such action.

     (e)  Nontransferability  of  Option.  No Option  shall be  transferable  or
assignable  by an  Optionee,  otherwise  than by will or the laws of descent and
distribution  and  each  Option  shall be  exercisable,  during  the  Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution,  attachment,  or similar process except
with the express consent of the Committee.

     (f) Death of  Optionee.  In the event of the death of an optionee  while in
the  employ of the  Company,  the  option  theretofore  granted  to him shall be
exercisable only within the three months succeeding such death and then only (i)
by the person or persons to whom the  optionee's  rights  under the option shall
pass by the optionee's will or by the laws of descent and distribution, and (ii)
if and to the extent that he was  entitled to exercise the option at the date of
his death.

     7. Assumed  Options.  In connection  with any  transaction to which Section
424(a) of the Code is  applicable,  options  may be granted  pursuant  hereto in
substitution  of  existing  options  or  existing  options  may  be  assumed  as
prescribed   by  that   Section   and   any   regulations   issued   thereunder.
Notwithstanding anything to the contrary contained in this Plan, options granted
pursuant  to this  Paragraph  shall be at prices and shall  contain  such terms,
provisions,  and  conditions  as may be  determined  by the  Committee and shall
<PAGE>

include  such  provisions  and  conditions  as  may be  necessary  to  meet  the
requirements of Section 424(a) of the Code.

     8. Certain  Dispositions of Shares.  Any options  granted  pursuant to this
Plan shall be  conditioned  such that if, within the earlier of (i) the two-year
period  beginning on the date of grant of an option or (ii) the one-year  period
beginning  on the date  after  which  any  share of stock is  transferred  to an
individual  pursuant to his exercise of an option,  such an  individual  makes a
disposition of such share of stock by way of sale,  exchange,  gift, transfer of
legal  title,  or  otherwise,   such  individual   shall  promptly  report  such
disposition  to the  Company in writing and shall  furnish to the  Company  such
details concerning such disposition as the Company may reasonably request.

     9.  Reclassification,  Consolidation,  or Merger. If and to the extent that
the  number  of  issued  shares  of  Common  Stock of the  Corporation  shall be
increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

     10.  Restrictions on Issuing  Shares.  The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

     Unless the shares of stock  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933, each optionee  shall, by accepting an option,  represent and agree,
for himself and his transferees by will or the laws of descent and distribution,
that all shares of stock  purchased  upon the  exercise  of the  option  will be
acquired for investment and not for resale or  distribution.  Upon such exercise
of any portion of an option,  the person  entitled  to exercise  the same shall,
upon  request of the  Company,  furnish  evidence  satisfactory  to the  Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange Commission and may so notify its transfer agent. Such shares may be
<PAGE>

disposed of by an optionee in the  following  manner  only:  (l)  pursuant to an
effective  registration  statement covering such resale or reoffer, (2) pursuant
to an applicable  exemption from  registration as indicated in a written opinion
of counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been  registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
optionees who are directors, officers, or principal shareholders of the Company.
Such persons may dispose of shares only by one of the three aforesaid methods.

     11. Use of Proceeds.  The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate purposes.

     l2. Amendment,  Suspension, and Termination of Plan. The Board of Directors
may alter,  suspend,  or discontinue the Plan, but may not, without the approval
of a majority of those holders of the Company's Common Stock voting in person or
by proxy at any meeting of the Company's  shareholders,  make any  alteration or
amendment thereof which operates to (a) make any material change in the class of
eligible  employees  as defined in Section 5, (b) extend the term of the Plan or
the maximum  option  periods  provided in  paragraph 6, (c) decrease the minimum
option price  provided in paragraph 6, except as provided in paragraph 9, or (d)
materially increase the benefits accruing to employees  participating under this
Plan.

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate ten years after the adoption of the Plan. No Option may be
granted  during  any  suspension  or  after  the  termination  of the  Plan.  No
amendment,  suspension,  or termination of the Plan shall, without an Optionee's
consent,  alter or impair  any of the  rights or  obligations  under any  Option
theretofore granted to such Optionee under the Plan.

     13.  Limitations.  Every  right of action by any person  receiving  options
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan shall,  irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

         14. Governing Law. The Plan shall be governed by the laws of the State
of Colorado.

         l5. Expenses of Administration. All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the Company.

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>forms8exh4csept-12.txt
<DESCRIPTION>EXHIBIT 4C
<TEXT>

                                  EXHIBIT 4(c)

<PAGE>


                               CEL-SCI CORPORATION
                      2012 NON-QUALIFIED STOCK OPTION PLAN

     l. Purpose.  This Non-Qualified  Stock Option Plan (the "Plan") is intended
to  advance  the  interests  of  CEL-SCI  Corporation  (the  "Company")  and its
shareholders,   by  encouraging  and  enabling  selected  officers,   directors,
consultants  and key employees  upon whose  judgment,  initiative and effort the
Company is largely  dependent for the  successful  conduct of its  business,  to
acquire and retain a  proprietary  interest in the Company by  ownership  of its
stock.  Options  granted  under the Plan are intended to be Options which do not
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1954, as
amended (the "Code").

     2. Definitions.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Committee"  means the directors duly appointed to administer the
               Plan.

          (c)  "Common Stock" means the Company's Common Stock.

          (d)  "Date of Grant"  means  the date on which an  Option  is  granted
               under the Plan.

          (e)  "Option" means an Option granted under the Plan.

          (f)  "Optionee"  means  a  person  to whom an  Option,  which  has not
               expired, has been granted under the Plan.

          (g)  "Successor"  means the legal  representative  of the  estate of a
               deceased  optionee or the person or persons who acquire the right
               to exercise an Option by bequest or  inheritance  or by reason of
               the death of any Optionee.

     3.  Administration of Plan. The Plan shall be administered by the Company's
Board  of  Directors  or in the  alternative,  by a  committee  of  two or  more
directors  appointed by the Board (the  "Committee").  If a Committee  should be
appointed,  the Committee shall report all action taken by it to the Board.  The
Committee shall have full and final authority in its discretion,  subject to the
provisions  of the Plan, to determine  the  individuals  to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

     4. Common Stock Subject to Options.  The aggregate  number of shares of the
Company's  Common Stock which may be issued upon the exercise of Options granted
<PAGE>

under the Plan shall not  exceed  2,000,000.  The  shares of Common  Stock to be
issued upon the  exercise  of Options may be  authorized  but  unissued  shares,
shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

     5.  Participants.  Options  may be  granted  under  the Plan to  employees,
directors  and  officers,  and  consultants  or  advisors to the Company (or the
Company's  subsidiaries),  provided  however  that bona fide  services  shall be
rendered  by such  consultants  or  advisors  and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

     6. Terms and Conditions of Options. Any Option granted under the Plan shall
be evidenced by an agreement executed by the Company and the recipient and shall
contain  such terms and be in such form as the  Committee  may from time to time
approve, subject to the following limitations and conditions:

     (a) Option  Price.  The Option  Price per share with respect to each Option
shall be determined by the Committee.

     (b) Period of Option. The period during which each option may be exercised,
and the  expiration  date of each Option shall be fixed by the  Committee,  but,
notwithstanding any provision of the Plan to the contrary,  such expiration date
shall not be more than ten years from the date of Grant.

     (c) Vesting of  Shareholder  Rights.  Neither an Optionee nor his successor
shall have any rights as a  shareholder  of the Company  until the  certificates
evidencing the shares  purchased are properly  delivered to such Optionee or his
successor.

     (d) Exercise of Option.  Each Option shall be exercisable from time to time
during a period (or periods)  determined  by the  Committee  and ending upon the
expiration or termination of the Option;  provided,  however, the Committee may,
by  the  provisions  of  any  Option  Agreement,  limit  the  number  of  shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.

     (e)  Nontransferability  of  Option.  No Option  shall be  transferable  or
assignable  by an  Optionee,  otherwise  than by will or the laws of descent and
distribution  and  each  Option  shall be  exercisable,  during  the  Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution,  attachment,  or similar process except
with the express consent of the Committee.

     (f) Death of Optionee.  If an Optionee dies while holding an Option granted
hereunder,  his Option  privileges  shall be  limited  to the shares  which were
immediately  purchasable by him at the date of death and such Option  privileges
shall expire unless exercised by his successor within four months after the date
of death.
<PAGE>

     7.  Reclassification,  Consolidation,  or Merger. If and to the extent that
the  number  of  issued  shares  of  Common  Stock of the  Corporation  shall be
increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

     8.  Restrictions  on Issuing  Shares.  The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

     Unless the shares of stock  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933, each optionee  shall, by accepting an option,  represent and agree,
for  himself  and  his   transferrees  by  will  or  the  laws  of  descent  and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for  investment and not for resale or  distribution.  Upon such
exercise of any portion of an option,  the person  entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange  Commission and may so notify the Company's  transfer  agent.  Such
shares may be  disposed  of by an optionee in the  following  manner  only:  (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an  applicable  exemption  from  registration  as indicated in a
written  opinion of counsel  acceptable to the Company,  or (3) in a transaction
that  meets all the  requirements  of Rule l44 of the  Securities  and  Exchange
Commission. If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission,  no such restrictions on resale shall apply,
except  in the case of  optionees  who are  directors,  officers,  or  principal
shareholders  of the Company.  Such persons may dispose of shares only by one of
the three aforesaid methods.

     9. Use of Proceeds.  The proceeds  received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate purposes.
<PAGE>

     10. Amendment,  Suspension, and Termination of Plan. The Board of Directors
may alter, suspend, or discontinue the Plan at any time.

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate ten years after the adoption of the Plan. No Option may be
granted  during  any  suspension  or  after  the  termination  of the  Plan.  No
amendment,  suspension,  or termination of the Plan shall, without an Optionee's
consent,  alter or impair  any of the  rights or  obligations  under any  Option
theretofore granted to such Optionee under the Plan.

     11.  Limitations.  Every  right of action by any person  receiving  options
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan shall,  irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

     l2.  Governing  Law. The Plan shall be governed by the laws of the State of
Colorado.

     13.  Expenses of  Administration.  All costs and  expenses  incurred in the
operation and administration of this Plan shall be borne by the Company.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>forms8exh4dsept-12.txt
<DESCRIPTION>EXHIBIT 4D
<TEXT>

                                  EXHIBIT 4(d)

<PAGE>


                               CEL-SCI CORPORATION
                              2012 STOCK BONUS PLAN

     l.  Purpose.  The  purpose  of this  Stock  Bonus  Plan is to  advance  the
interests  of CEL-SCI  Corporation  (the  "Company")  and its  shareholders,  by
encouraging  and enabling  selected  officers,  directors,  consultants  and key
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock, to keep personnel
of experience  and ability in the employ of the Company and to  compensate  them
for their  contributions  to the growth and  profits of the  Company and thereby
induce them to continue to make such contributions in the future.

     2. Definitions.

          A.   "Board" shall mean the board of directors of the Company.

          B.   "Committee"  means the directors duly appointed to administer the
               Plan.

          C.   "Plan" shall mean this Stock Bonus Plan.

          D.   "Bonus  Share"  shall  mean the  shares  of  common  stock of the
               Company reserved pursuant to Section 4 hereof and any such shares
               issued to a Recipient pursuant to this Plan.

          E.   "Recipient" shall mean any individual  rendering services for the
               Company to whom shares are granted pursuant to this Plan.

     3. Administration of Plan. The Plan shall be administered by a committee of
two or more directors  appointed by the Board (the  "Committee").  The Committee
shall report all action taken by it to the Board.  The Committee shall have full
and final authority in its discretion, subject to the provisions of the Plan, to
determine  the  individuals  to whom and the time or times at which Bonus Shares
shall be granted and the number of Bonus  Shares;  to construe and interpret the
Plan;  and to make all other  determinations  and take all other actions  deemed
necessary  or  advisable  for the proper  administration  of the Plan.  All such
actions and  determinations  shall be conclusively  binding for all purposes and
upon all persons.

     4. Bonus Share Reserve. There shall be established a Bonus Share Reserve to
which shall be credited  2,000,000  shares of the Company's common stock. In the
event that the shares of common  stock of the Company  should,  as a result of a
stock split or stock dividend or  combination of shares or any other change,  or
exchange  for other  securities  by  reclassification,  reorganization,  merger,
consolidation,  recapitalization  or  otherwise,  be  increased  or decreased or
changed into or exchanged for, a different  number or kind of shares of stock or
other securities of the Company or of another corporation,  the number of shares
then  remaining in the Bonus Share  Reserve shall be  appropriately  adjusted to
reflect such action.  Upon the grant of shares hereunder,  this reserve shall be
reduced by the number of shares so granted.  Distributions  of Bonus Shares may,
as the Committee shall in its sole discretion determine, be made from authorized
<PAGE>

but unissued shares or from treasury shares.  All authorized and unissued shares
issued  as Bonus  Shares in  accordance  with the Plan  shall be fully  paid and
non-assessable and free from preemptive rights.

     5. Eligibility,  and Granting and Vesting of Bonus Shares. Bonus Shares may
be  granted  under the Plan to the  Company's  (or the  Company's  subsidiaries)
employees,  directors and officers,  and  consultants or advisors to the Company
(or its  subsidiaries),  provided  however  that  bona  fide  services  shall be
rendered  by such  consultants  or  advisors  and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

     The Committee, in its sole discretion, is empowered to grant to an eligible
Participant  a number of Bonus Shares as it shall  determine  from time to time.
Each grant of these Bonus Shares shall become vested  according to a schedule to
be established by the Committee directors at the time of the grant. For purposes
of this plan,  vesting  shall mean the period  during which the  recipient  must
remain an  employee or provide  services  for the  Company.  At such time as the
employment  of the  Recipient  ceases,  any  shares  not fully  vested  shall be
forfeited by the Recipient and shall be returned to the Bonus Share Reserve. The
Committee,  in its sole discretion,  may also impose  restrictions on the future
transferability  of the bonus shares,  which  restrictions shall be set forth on
the notification to the Recipient of the grant.

     The aggregate  number of Bonus Shares which may be granted pursuant to this
Plan shall not exceed the amount available therefore in the Bonus Share Reserve.

     6. Form of Grants.  Each grant  shall  specify  the number of Bonus  Shares
subject thereto, subject to the provisions of Section 5 hereof.

     At the time of making any grant,  the Committee  shall advise the Recipient
by delivery of written notice, in the form of Exhibit A hereto annexed.

     7. Recipients' Representations.

     A. The Committee  may require  that,  in acquiring  any Bonus  Shares,  the
Recipient  agree with,  and  represent  to, the Company  that the  Recipient  is
acquiring  such Bonus Shares for the purpose of  investment  and with no present
intention  to  transfer,  sell  or  otherwise  dispose  of  shares  except  such
distribution by a legal  representative as shall be required by will or the laws
of any jurisdiction in winding-up the estate of any Recipient. Such shares shall
be transferable  thereafter  only if the proposed  transfer shall be permissible
pursuant  to  the  Plan  and  if,  in the  opinion  of  counsel  (who  shall  be
satisfactory  to  the  Committee),  such  transfer  shall  at  such  time  be in
compliance with applicable securities laws.

     B. To  effectuate  Paragraph A above,  the  Recipient  shall deliver to the
Committee,  in duplicate,  an agreement in writing,  signed by the Recipient, in
form and substance as set forth in Exhibit B hereto  annexed,  and the Committee
shall forthwith acknowledge its receipt thereof.
<PAGE>

     8.  Restrictions  Upon Issuance.  A. Bonus Shares shall forthwith after the
making  of  any  representations   required  by  Section  6  hereof,  or  if  no
representations  are required then within thirty (30) days of the date of grant,
be duly issued and transferred and a certificate or certificates for such shares
shall be issued in the  Recipient's  name.  The Recipient  shall  thereupon be a
shareholder  with respect to all the shares  represented by such  certificate or
certificates,  shall have all the rights of a  shareholder  with  respect to all
such  shares,  including  the  right to vote  such  shares  and to  receive  all
dividends  and other  distributions  (subject to the  provisions of Section 7(B)
hereof)  paid with respect to such shares.  Certificates  of stock  representing
Bonus  Shares  shall be  imprinted  with a legend to the effect  that the shares
represented thereby are subject to the provisions of this Agreement,  and to the
vesting and transfer limitations established by the Committee, and each transfer
agent for the common  stock shall be  instructed  to like effect with respect of
such shares.

     B. In the event that,  as the result of a stock split or stock  dividend or
combination of shares or any other change, or exchange for other securities,  by
reclassification,  reorganization,  merger,  consolidation,  recapitalization or
otherwise,  the  Recipient  shall,  as  owner of the  Bonus  Shares  subject  to
restrictions  hereunder, be entitled to new or additional or different shares of
stock or securities, the certificate or certificates for, or other evidences of,
such new or additional or different shares or securities,  together with a stock
power or other  instrument  of transfer  appropriately  endorsed,  shall also be
imprinted  with a legend as provided in Section 7(A),  and all provisions of the
Plan relating to restrictions  herein set forth shall thereupon be applicable to
such  new or  additional  or  different  shares  or  securities  to  the  extent
applicable to the shares with respect to which they were distributed.

     C. The grant of any Bonus Shares shall be subject to the condition  that if
at any time the Company shall determine in its discretion that the  satisfaction
of  withholding  tax or other  withholding  liabilities,  or that  the  listing,
registration,  or  qualification of any Bonus Shares upon such exercise upon any
securities  exchange  or under any state or federal  law, or that the consent or
approval of any regulatory body, is necessary or desirable as a condition of, or
in connection  with,  the issuance of any Bonus Shares,  then in any such event,
such  exercise  shall  not  be  effective  unless  such  withholding,   listing,
registration,  qualification,  consent,  or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.

     D. Unless the Bonus Shares  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933,  each Recipient  shall,  by accepting a Bonus Share,  represent and
agree,  for  himself  and his  transferees  by will or the laws of  descent  and
distribution,  that all Bonus Shares were  acquired for  investment  and not for
resale or distribution.  The person entitled to receive Bonus Shares shall, upon
request  of the  Committee,  furnish  evidence  satisfactory  to  the  Committee
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore, the Committee may, if it deems appropriate,  affix a
legend to  certificates  representing  Bonus Shares  indicating  that such Bonus
Shares have not been registered with the Securities and Exchange  Commission and
may so notify the Company's  transfer agent. Such shares may be disposed of by a
Recipient  in  the  following   manner  only:   (l)  pursuant  to  an  effective
registration  statement  covering  such  resale or reoffer,  (2)  pursuant to an
<PAGE>

applicable  exemption  from  registration  as indicated in a written  opinion of
counsel  acceptable to the Company,  or (3) in a transaction  that meets all the
requirements  of Rule l44 of the  Securities and Exchange  Commission.  If Bonus
Shares covered by the Plan have been registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
Recipients  who  are  directors,  officers,  or  principal  shareholders  of the
Company.  Such persons may dispose of shares only by one of the three  aforesaid
methods.

     9. Limitations. Neither the action of the Company in establishing the Plan,
nor  any  action  taken  by it nor by the  Committee  under  the  Plan,  nor any
provision  of the Plan,  shall be construed as giving to any person the right to
be retained in the employ of the Company.

     Every  right of  action by any  person  receiving  shares  of common  stock
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan  shall,  irrespective  of the place  where  action may be brought  and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

     10.  Amendment,  Suspension  or  Termination  of the  Plan.  The  Board  of
Directors may alter, suspend, or discontinue the Plan at any time.

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate  ten years after the adoption of the Plan.  No Bonus Share
may be granted  during any  suspension or after the  termination of the Plan. No
amendment,  suspension,  or termination of the Plan shall, without a recipient's
consent,  alter or impair any of the rights or obligations under any Bonus Share
theretofore granted to such recipient under the Plan.

     11.  Governing  Law. The Plan shall be governed by the laws of the State of
Colorado.

     12.  Expenses of  Administration.  All costs and  expenses  incurred in the
operation and administration of this Plan shall be borne by the Company.


<PAGE>

                                  - EXHIBIT A -

CEL-SCI CORPORATION
STOCK BONUS PLAN

     TO: Recipient:

     PLEASE BE ADVISED that CEL-SCI  Corporation  has on the date hereof granted
to the  Recipient  the number of Bonus Shares as set forth under and pursuant to
the Stock Bonus Plan.  Before these shares are to be issued,  the Recipient must
deliver to the Committee that  administers  the Stock Bonus Plan an agreement in
duplicate,  in the form as Exhibit B hereto. The Bonus Shares are issued subject
to the following vesting and transfer limitations.

            Vesting:
            --------

            Number of Shares                    Date of Vesting
            ----------------                    ---------------



            Transfer Limitations:
            ---------------------



                                          CEL-SCI CORPORATION


                                          By
              -----------------             -----------------------------
                     Date



<PAGE>


                                  - EXHIBIT B -

CEL-SCI Corporation
8229 Boone Blvd. #802
Vienna, VA 22182

     I represent  and agree that said Bonus Shares are being  acquired by me for
investment and that I have no present  intention to transfer,  sell or otherwise
dispose  of such  shares,  except  as  permitted  pursuant  to the  Plan  and in
compliance with applicable  securities  laws, and agree further that said shares
are being acquired by me in accordance with and subject to the terms, provisions
and conditions of said Plan, to all of which I hereby  expressly  assent.  These
agreements   shall  bind  and  inure  to  the   benefit   of  my  heirs,   legal
representatives, successors and assigns.

            My address of record is:


            and my social security number:                              .

                                          Very truly yours,




Receipt of the above is hereby acknowledged.

                                          CEL-SCI CORPORATION


                                          By
              -----------------             -----------------------------
                     Date                 its
                                             ----------------------------


<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>forms8exh4esept-12.txt
<DESCRIPTION>EXHIBIT 4E
<TEXT>

                                  EXHIBIT 4(e)

<PAGE>


                               STOCK COMPENSATION PLAN
                                      (Amended)

     CEL-SCI  Corporation  ("the Company") hereby adopts the Stock  Compensation
Plan.  All  officers,  directors  and  employees  of the  Company,  as  well  as
consultants to the Company  (collectively the "Participants"),  will be eligible
to participate in the Plan. Pursuant to the provisions of the Plan, Participants
and directors may agree to receive shares of the Company's  common stock in lieu
of all or part of the compensation owed to them by the Company.

     1.   Up to  13,500,000  shares of common  stock are  reserved  for issuance
          pursuant  to this Plan.  At the option of the  Company,  the shares of
          stock issuable  pursuant to the Plan will be restricted  securities as
          that  term is  defined  in Rule  144 of the  Securities  and  Exchange
          Commission.

     2.   The number of shares to be offered to each  Participant  will be equal
          to the number  determined by dividing the compensation to be satisfied
          through the  issuance of shares by the Price Per Share.  The Price Per
          Share will be equal to the closing price of the Company's common stock
          on the date prior to the date the Acceptance  Form is delivered to the
          Participant  except  that a higher or a lower  price may be set by the
          Company's Compensation Committee. However in no case may the Price Per
          Share be less than 80% of the closing  price of the  Company's  common
          stock on the date prior to the date the  Acceptance  Form is delivered
          to the Participant.

     3.   If the Company is willing to offer  shares of its common  stock to any
          Participant in accordance with this Plan, the Company will provide the
          Participant with the attached  Acceptance Form. A Participant  wanting
          to accept the terms outlined in the  Acceptance  Form will be required
          to sign the form and return it to the Company by the date indicated on
          the form.

     4.   The Company,  in its sole discretion,  may determine that any eligible
          Participant  will not, on any or on one or more occasions,  be offered
          the  opportunity  to receive  shares of common stock  pursuant to this
          Plan.

     5.   The agreement of any  Participant  to accept shares of common stock in
          lieu of  compensation is subject to approval by the Company's board of
          directors, which approval may be refused for any reason.

     6.   At the time the shares are issued,  the Participant will incur taxable
          income equal to the market price of the Company's  common stock on the
          date the Company's board of directors  approves the issuance of shares
          to the  Participant.  If the Participant is employed by the Company on
          the  date  the  shares  are  issued,   the  Company  may  require  the
          Participant  to pay the  Company  all  applicable  federal  and  state
          withholding  taxes with respect to such income or, may  withhold  such
          amounts from the  Participant.  If the  Participant is not employed by
<PAGE>

          the  Company on the date the shares are  issued,  the  delivery of the
          shares  may  be  conditioned,   at  the  Company's  option,  upon  the
          Participant tendering to the Company an amount equal to all applicable
          federal and state withholding taxes. Federal withholding taxes will be
          based upon the then current  provisions  of the Internal  Revenue Code
          for withholding taxes plus the Participant's  share of Social Security
          and Medicaid taxes.

     7.   The Company makes no  representations to a Participant that the shares
          which may be issued  pursuant  to this Plan will  ultimately  have any
          value whatsoever.

     8.   This Plan will  terminate on December  31, 2014,  after which date the
          Company  may not issue any  shares of common  stock  pursuant  to this
          Plan.



<PAGE>


                             STOCK COMPENSATION PLAN
ACCEPTANCE FORM


     The undersigned Participants has read and understands the provisions of the
Stock Compensation Plan of CEL-SCI Corporation (the "Company") and hereby agrees
to accept  ___________ shares of the Company's common stock in full and complete
payment of $__________  presently owed to the Participant for services  provided
to the Company.

     The Participant understands that:

     o    if this box is checked [ ] the shares of the Company's common stock to
          be issued in accordance  with this  Acceptance Form may not be sold in
          the  public  market  for a  period  of one year  from  the  date  this
          Acceptance Form has been approved by the Company's  directors and as a
          result the shares may ultimately have little or no value;

     o    the  agreement  to accept  shares  of the  Company's  common  stock in
          payment for  services  cannot be  construed  as any guaranty of future
          employment; and

     o    the  agreement  to  accept  shares  of  common  stock  in  payment  of
          compensation may not be revoked by the Participant.

     The  Company's  latest  reports  on Form 10-K and 10-Q are  available  upon
request.

     This Form must be returned to the Company no later than ________.


            AGREED TO AND ACCEPTED this ______ day of _________, 2012.



                                          -----------------------------------
                                          Participant


                                          CEL-SCI Corporation


                                          By
                                             --------------------------------
                                                Authorized Officer


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>forms8exh5sept-12.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

                                    EXHIBIT 5



<PAGE>


                               September 25, 2012

CEL-SCI Corporation
8229 Boone Blvd., Suite 802
Vienna, Virginia 22182

     This letter will  constitute  an opinion  upon the  legality of the sale by
CEL-SCI Corporation, a Colorado corporation, of up to 8,000,000 shares of Common
Stock, all as referred to in the Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration  Statement. In our opinion, the Company
has duly authorized the issuance of the shares of stock mentioned above and such
shares when sold, will be legally issued, fully paid, and nonassessable.

                                  Very truly yours,

                                  HART & TRINEN


                                  By /s/ William T. Hart
                                     -----------------------
                                     William T. Hart




<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>forms8exh231sept-12.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>


                                  EXHIBIT 23.1

<PAGE>


                              CONSENT OF ATTORNEYS


     Reference is made to the Registration  Statement of CEL-SCI  Corporation on
Form S-8  whereby the Company  proposes  to sell up to  8,000,000  shares of the
Company's  Common  Stock.  Reference  is also made to Exhibit 5 included  in the
Registration Statement relating to the validity of the securities proposed to be
issued and sold.

     We hereby consent to the use of our opinion  concerning the validity of the
securities proposed to be issued and sold.


                                    Very Truly Yours,

                                    HART & TRINEN, L.L.P.



                                    By  /s/ William T. Hart
                                        -------------------------
                                          William T. Hart


Denver, Colorado
September 25, 2012

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>forms8exh232sept-12.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

                                  EXHIBIT 23.2




<PAGE>



           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


CEL-SCI Corporation
Vienna, Virginia


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this Registration Statement of our reports dated December
23,  2011,   relating  to  the   consolidated   financial   statements  and  the
effectiveness of CEL-SCI's internal control over financial  reporting  appearing
in the  Company's  Annual  Report on Form 10-K for the year ended  September 30,
2011.  Our report  contains an  explanatory  paragraph  regarding  the Company's
ability to continue as a going concern.


                                                               /s/ BDO USA, LLP



Bethesda, Maryland
September 25, 2012


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>forms8exh99sept-12.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>

                                   EXHIBIT 99


<PAGE>


                               CEL-SCI CORPORATION

                                  Common Stock

      THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     This  Prospectus  relates to shares  (the  "Shares")  of common  stock (the
"Common Stock") of CEL-SCI  Corporation  which may be issued pursuant to certain
employee  compensation plans adopted by CEL-SCI. The employee compensation plans
provide for the grant,  to selected  employees of CEL-SCI and other persons,  of
either  shares of  CEL-SCI's  common  stock or  options  to  purchase  shares of
CEL-SCI's  common stock.  Persons who received  Shares pursuant to the Plans and
who are  offering  such  shares to the  public by means of this  Prospectus  are
referred to as the "Selling Shareholders".

     CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option Plans,
Stock Bonus Plans and a Stock  Compensation  Plan. In some cases these plans are
collectively  referred to as the "Plans".  The terms and conditions of any stock
grants and the terms and  conditions of any options,  including the price of the
shares of Common Stock issuable on the exercise of options,  are governed by the
provisions of the respective Plans and any particular agreements between CEL-SCI
and the Plan participants.

     The  Selling  Shareholders  may  offer  the  shares  from  time  to time in
negotiated  transactions in the  over-the-counter  market, at fixed prices which
may be changed from time to time,  at market  prices  prevailing  at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices.  The Selling  Shareholders  may effect such  transactions by selling the
Shares to or through  securities  broker/dealers,  and such  broker/dealers  may
receive compensation in the form of discounts,  concessions, or commissions from
the  Selling  Shareholders  and/or  the  purchasers  of the Shares for whom such
broker/dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker/dealer  might be in  excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution".

     None  of  the  proceeds  from  the  sale  of  the  Shares  by  the  Selling
Shareholders  will be  received  by  CEL-SCI.  CEL-SCI  has  agreed  to bear all
expenses (other than underwriting  discounts,  selling  commissions and fees and
expenses of counsel and other advisers to the Selling Shareholders). CEL-SCI has
agreed to  indemnify  the  Selling  Shareholders  against  certain  liabilities,
including  liabilities  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

                                       2
<PAGE>

     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 this prospectus, beginning on page 14, for additional Risk Factors.

     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.

                The date of this Prospectus is __________, 2012.

                              AVAILABLE INFORMATION

     CEL-SCI  is  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports and other  information with the Securities and Exchange  Commission (the
"Commission").  Proxy  statements,  reports  and  other  information  concerning
CEL-SCI can be inspected and copied at the Commission's  office at 100 F Street,
NE,  Washington,  D.C. 20549.  Certain  information  concerning  CEL-SCI is also
available at the Internet Web Site  maintained  by the  Securities  and Exchange
Commission at www.sec.gov.  This Prospectus does not contain all information set
forth in the  Registration  Statement of which this Prospectus  forms a part and
exhibits  thereto  which  CEL-SCI  has  filed  with  the  Commission  under  the
Securities Act and to which reference is hereby made.

                       DOCUMENTS INCORPORATED BY REFERENCE

     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 herein (other than exhibits to such documents, unless such exhibits
are  specifically  incorporated  by reference  into this  Prospectus).  Requests
should be directed to:

                               CEL-SCI Corporation
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 223l4
                                 (703) 506-9460
                              Attention: Secretary

     The following  document  filed with the  Commission by CEL-SCI  (Commission
File No. 0-11889 is incorporated by reference into this prospectus:

(1)  Annual Report on Form 10-K for the fiscal year ended September 30, 2011.
(2)  Report on Form 8-K filed on October 6, 2011.
(3)  Report on Form 8-K filed on December 6, 2011.
(4)  Report on Form 8-K filed on January 27, 2012.
(5)  Report on Form 8-K filed on February 6, 2012.
(6)  Quarterly report on Form 10-Q for the three months ended December 31, 2011.


                                       3
<PAGE>

(7)  Report on Form 8-K filed on February 13, 2012.
(8)  Preliminary Proxy Statement on Schedule 14A filed on February 17, 2012.
(9)  Definitive Proxy Statement on Schedule 14A filed on March 20, 2012.
(10) Quarterly report on Form 10-Q for the six months ended March 31, 2012.
(11) Report on Form 8-K filed on May 18, 2012.
(12) Report on Form 8-K filed on June 21, 2012.
(13) Quarterly report on Form 10-Q for the nine months ended June 30, 2012.

     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.

     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the time it is used by CEL-SCI to offer and sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into 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.

                                       4
<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                          PAGE
                                                                          -----


THE COMPANY ...........................................................
RISK FACTORS ..........................................................
COMPARATIVE SHARE DATA ................................................
USE OF PROCEEDS........................................................
MARKET FOR COMMON STOCK ...............................................
SELLING SHAREHOLDERS...................................................
PLAN OF DISTRIBUTION...................................................
DESCRIPTION OF SECURITIES..............................................



                                       5
<PAGE>

                               PROSPECTUS SUMMARY

    THIS SUMMARY IS QUALIFIED BY THE OTHER INFORMATION APPEARING ELSEWHERE IN
                                THIS PROSPECTUS.

     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 PRODUCTS

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

     1)   Multikine(R) (Leukocyte Interleukin, Injection) investigational cancer
          therapy;

     2)   LEAPS technology,  with two  investigational  therapies,  pandemic flu
          treatment  for  hospitalized   patients  and  CEL-2000,  a  rheumatoid
          arthritis treatment vaccine in development.

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 that Multikine  simulates
the  activities  of a healthy  person's  immune  system,  enabling it to use the
body'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 for sale,  barter or exchange 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 eight 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.

                                       6
<PAGE>


     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.

     This clinical trial is 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 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,  CEL-SCI  believes  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  (international  units) as IL-2,  no serious  adverse
events  were  reported  as  being  expressly  due  to   administration  of  this
investigational  therapy, 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 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,  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.

The  following  is a summary  of  results  from  CEL-SCI's  last  Phase II study
conducted with Multikine. This study used the same treatment protocol as will be
used in CEL-SCI's Phase III study:

     o    In the  final  Phase II  clinical  study,  using the same  dosage  and
          treatment  regimen as is being  used in the Phase III study,  head and

                                       7
<PAGE>

          neck  cancer  patients  with  locally  advanced  primary  disease  who
          received  the   investigational   therapy   Multikine  as   first-line
          investigational  therapy  followed  by surgery and  radiotherapy  were
          reported by the  clinical  investigators  to have had a 63.2%  overall
          survival (OS) rate at 3.5 years from surgery.  This  percentage OS was
          arrived at as follows: of the 22 subjects enrolled in this final Phase
          II study, the consent for the survival  follow-up portion of the study
          was  received  from 19  subjects.  One  subject did not consent to the
          follow-up  portion  of the study.  The other 2  subjects  did not have
          squamous cell carcinoma of the oral cavity and were thus not evaluable
          per the protocol.  The overall survival rate of subjects receiving the
          investigational  therapy in this  study was  compared  to the  overall
          survival rate that was  calculated  based upon a review of 55 clinical
          trials conducted in the same cancer  population (with a total of 7,294
          patients  studied),  and  reported  in the  peer  reviewed  scientific
          literature  between 1987 and 2007. Review of this literature showed an
          approximate  survival  rate  of  47.5%  at 3.5  year  from  treatment.
          Therefore,  the  results  of  CEL-SCI's  final  Phase  II  study  were
          considered to be  potentially  favorable in terms of overall  survival
          recognizing  the limitations of this  early-phase  study. It should be
          noted that an earlier  investigational therapy Multikine study appears
          to lend  support to the  overall  survival  findings  described  above
          -Feinmesser et al Arch Otolaryngol. Surg. 2003. However, no definitive
          conclusions can be drawn from these data about the potential  efficacy
          or safety profile of this investigational therapy.  Moreover,  further
          research is  required,  and these  results  must be  confirmed  in the
          well-controlled  Phase  III  clinical  trial  of this  investigational
          therapy that is currently in progress.  Subject to  completion of that
          Phase III trial and FDA's review and  acceptance  of CEL-SCI's  entire
          data set on this investigational  therapy, CEL-SCI believes that these
          early-stage  clinical  trial  results  indicate the potential for this
          investigational  therapy to become a treatment  for  advanced  primary
          head and neck cancer.

          The primary clinical  endpoint in CEL-SCI's ongoing Phase III clinical
          trial is that a 10%  improvement in overall  survival in the Multikine
          treatment arm, plus the current  standard of care (SOC - consisting of
          surgery +  radiotherapy  or  surgery +  radiochemotherapy),  over that
          which can be  achieved  in the SOC arm  alone (in the  well-controlled
          Phase III clinical trial currently ongoing) must be achieved. Based on
          what is presently known about the current survival statistics for this
          population,  CEL-SCI believes that achievement of this endpoint should
          enable  CEL-SCI,  subject to further  consultations  with FDA, to move
          forward,  prepare and submit a Biologic License Application to FDA for
          Multikine.

     o    Reported  average of 50%  reduction in tumor cells in Phase II trials:
          The clinical  investigators  who administered the three week Multikine
          treatment  regimen  used in Phase II  studies  reported  that,  as was
          determined in a controlled pathology study,  Multikine  administration
          appeared to have caused,  on average,  the disappearance of about half
          of  the  cancer   cells   present  at  surgery   (as   determined   by
          histopathology  assessing the area of Stroma/Tumor  (Mean+/-  Standard
          Error of the Mean of the  number of cells  counted  per  filed))  even
          before  the  start  of  standard   therapy  such  as   radiation   and
          chemotherapy (Timar et al JCO 2005).

                                       8
<PAGE>

     o    Reported  12%  complete  response  in the final  Phase II  trial:  The
          clinical  investigators  who  administered  the three  week  Multikine
          investigational  treatment  regimen  used in the final  Phase II study
          reported that, as was determined in a controlled  pathology study, the
          tumor   apparently   was  no  longer   present   (as   determined   by
          histopathology)  in  approximately 12 % of patients (2 of 17 evaluable
          by  pathology).  This  determination  was made by  three  pathologists
          blinded to the study  from the  surgical  specimen  after a three week
          treatment with Multikine (Timar et al JCO 2005).

     o    Adverse  events  reported  in  clinical  trials:  In  clinical  trials
          conducted to date with the Multikine  investigational therapy, adverse
          events  which have been  reported  by the  clinical  investigators  as
          possibly or probably related to Multikine administration included pain
          at the injection site, local minor bleeding and edema at the injection
          site, diarrhea, headache, nausea, and constipation.

     The  clinical  significance  of these and  other  data,  to date,  from the
multiple Multikine clinical trials is not yet known. These preliminary  clinical
data do suggest the  potential  to  demonstrate  a possible  improvement  in the
clinical outcome for patients treated with Multikine.

     Multikine has been cleared for a global Phase III trial in advanced primary
head and neck  cancer.  It has  received a go-ahead by the US FDA as well as the
Canadian, Polish, Hungarian,  Russian, Ukrainian,  Israeli, Indian and Taiwanese
regulators.

     Subject to  completion  of CEL-SCI's  global  Phase III clinical  trial and
FDA's review of CEL-SCI's entire data set on this  investigational  therapy,  if
the FDA were to conclude  that the safety and  efficacy of this  investigational
therapy  is  established,  the  early-phase  clinical  data  is  encouraging  in
suggesting the potential that approximately 60-66% (2/3) of head and neck cancer
patients  with   advanced   primary   disease  could  be  candidates   for  this
investigational therapy if it were to be approved by FDA.

     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.

     CEL-SCI has an agreement  with Orient  Europharma of Taiwan which  provides
Orient  Europharma  with the  exclusive  marketing  rights to Multikine  for all
cancer indications in Taiwan,  Singapore,  Hong Kong, Malaysia, South Korea, the
Philippines, Australia and New Zealand. The agreement requires Orient Europharma
to fund the  clinical  trials  needed to  obtain  marketing  approvals  in these
countries  for head and neck  cancer,  naso-pharyngeal  cancer  and  potentially
cervical cancer.

     CEL-SCI has an agreement with Teva Pharmaceutical  Industries,  Ltd., which
provides Teva with the exclusive  license to market and distribute  Multikine in
Israel,  Turkey,  and in August 2011, added Serbia and Croatia.  Pursuant to the
agreement,  Teva will participate in CEL-SCI's upcoming Phase III clinical trial
and will fund a portion of the Phase III trial in Israel.

                                       9
<PAGE>

     Effective March 6, 2009,  CEL-SCI  entered into a licensing  agreement with
Byron  Biopharma  LLC ("Byron")  under which CEL-SCI  granted Byron an exclusive
license to market and distribute Multikine in the Republic of South Africa.

     Pursuant to the agreement,  Byron will be responsible  for  registering the
product in South Africa. Once Multikine has been approved for sale, CEL-SCI will
be responsible for  manufacturing  the product,  while Byron will be responsible
for sales in South Africa.  Revenues will be divided equally between CEL-SCI and
Byron.

     In August 2011,  CEL-SCI  entered into an exclusive  Sales,  Marketing  and
Distribution  agreement  with  IDC-GP  Pharm LLC  ("IDC-GP  Pharm")  under which
CEL-SCI has granted IDC-GP Pharm an exclusive license to market and Multikine in
the countries of Argentina and Venezuela  (the  "Territory").  IDC-GP Pharm is a
joint venture  between two groups of  experienced  pharmaceutical  entrepreneurs
with  expertise in the  registration  and  commercialization  of  pharmaceutical
products  in  South  America,  among  other  regions.  One of these  two  groups
represents former employees of a large pharmaceutical  company,  while the other
group is GP Pharm,  headquartered in Barcelona,  Spain,  with operations in each
major  country in Latin  America  either  directly  or through  local  partners.
Pursuant  to the  agreement,  IDC-GP  Pharm will be  responsible  for  receiving
regulatory  approval to use Multikine in the territory.  Once Multikine has been
approved  in  any  of  the  two  countries,  CEL-SCI  will  be  responsible  for
manufacturing  the product,  while IDC-GP Pharm will be responsible for sales in
the  Territory.  Revenues will be split 50/50  between  CEL-SCI and IDC-GP Pharm
after payment to CEL-SCI for the  manufacturing  costs of  Multikine.  If IDC-GP
Pharma does not receive  governmental  permission  to  distribute  Multikine  in
Argentina or  Venezuela by August 31, 2013,  CEL-SCI has the right to cancel the
agreement.

     Before  starting the Phase III trial,  CEL-SCI  needed to build a dedicated
manufacturing  facility to produce  Multikine.  This facility has been completed
and validated, and has produced several clinical lots for the Phase III clinical
trial.  CEL-SCI  estimates  the  total  cost of the Phase  III  trial,  with the
exception of the parts that will be paid by its licensees,  Teva Pharmaceuticals
and Orient Europharma,  to be approximately  $32,000,000 of which  approximately
$7,000,000 has been paid as of August 31, 2012. Out of the planned 48 sites,  36
sites  have  completed  their site  initiation  visits  and  patients  are being
screened/enrolled  in multiple locations.  It should be noted that this estimate
is only an estimate based on the  information  currently  available in CEL-SCI's
contracts with the Clinical Research  Organization  responsible for managing the
Phase III trial. This number can be affected by the speed of enrollment, foreign
currency exchange rates and many other factors, some of which cannot be foreseen
today.

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

                                       10
<PAGE>

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),
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.

     CEL-SCI's lease on the manufacturing  facility expires on October 31, 2028.
Since  October 2008 CEL-SCI has been required to make monthly base rent payments
of $131,250.  Beginning  October 31, 2009,  the annual base rent  escalates each
year at 3%.  CEL-SCI  is also  required  to pay all real and  personal  property
taxes,  insurance  premiums,  maintenance  expenses,  repair costs and utilities
associated with the facility,  which were approximately  $33,000 per month as of
the date of this prospectus.

     In August 2011,  CEL-SCI paid a deposit of $1,670,917 to the landlord since
CEL-SCI's cash balances did not meet the minimum  amount  required by the lease.
When CEL-SCI  meets the minimum cash balance  required by the lease,  he deposit
will be returned to CEL-SCI.

     The landlord has the right to declare  CEL-SCI in default if CEL-SCI  fails
to pay any installment of the base rent when such failure continues for a period
of five  business  days  after  CEL-SCI's  receipt of  written  notice  from the
landlord, provided that if CEL-SCI fails to pay any installment of the base rent
within five business days more than twice in any twelve-month  period during the
lease,  the  landlord  will not be required to provide  CEL-SCI with any further
notice  and  CEL-SCI  will be  deemed to be in  default.  As of the date of this
prospectus, CEL-SCI was not in default on the lease.

                                       11
<PAGE>


LEAPS
-----

     CEL-SCI's patented T-cell Modulation Process,  referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune  response.  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 a  vaccine,  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.  Therefore one should think
of this  treatment  not  really  as an H1N1  treatment,  but as a  pandemic  flu
treatment.   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
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.

     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.

                                       12
<PAGE>


     With its LEAPS  technology,  CEL-SCI also  developed 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 the 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.

                           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.

                                  RISK FACTORS

     Investors  should be aware that this offering  involves the risks described
below,  which could  adversely  affect the price of CEL-SCI's  common stock.  In

                                       13
<PAGE>


addition to the other  information  contained in this prospectus,  the following
factors  should be  considered  carefully in  evaluating  an  investment  in the
securities offered by this prospectus.

Risks Related to CEL-SCI
------------------------

Since  CEL-SCI has earned  only  limited  revenues  and has a history of losses,
CEL-SCI will require  additional  capital to remain in  operation,  complete its
clinical trials and fund pre-marketing expenses.

     CEL-SCI has had only limited  revenues  since it was formed in 1983.  Since
the date of its formation and through June 30, 2012, CEL-SCI incurred net losses
of  approximately  $(200,423,000).  CEL-SCI  has  relied  principally  upon  the
proceeds of public and private sales of its securities to finance its activities
to date.

     If CEL-SCI cannot obtain additional  capital,  CEL-SCI may have to postpone
development and research  expenditures,  which will delay  CEL-SCI's  ability to
produce a  competitive  product.  Delays of this nature may depress the price of
CEL-SCI's  common stock. In addition,  although CEL-SCI is not aware of a direct
competitor  for  Multikine,  it is  possible  that one  exists.  There  are many
potential  competitors  of  LEAPS.  If  competitors  develop,  any  delay in the
development   of  CEL-SCI's   products  may  provide   opportunities   to  those
competitors.

     The  condition  of the  overall  economy  may  continue  to affect both the
availability of capital and CEL-SCI's  stock price. In addition,  future capital
raises, which will be necessary for CEL-SCI's survival, will be further dilutive
to current shareholders.  There can be no assurance that CEL-SCI will be able to
raise the capital it will need.

All of CEL-SCI's potential products, with the exception of Multikine, are in the
early stages of  development,  and any commercial sale of these products will be
many years away.

     Even potential  product sales from  Multikine are years away,  since cancer
trials can be lengthy. Accordingly,  CEL-SCI expects to incur substantial losses
for the foreseeable future.

Since  CEL-SCI  does not  intend  to pay  dividends  on its  common  stock,  any
potential  return to investors  will result only from any increases in the price
of CEL-SCI's common stock.

     At the present time,  CEL-SCI intends to use available funds to finance its
operations.  Accordingly, while payment of dividends rests within the discretion
of CEL-SCI's Directors,  no common stock dividends have been declared or paid by
CEL-SCI and CEL-SCI has no intention of paying any common stock dividends in the
foreseeable  future.  Any gains for CEL-SCI's  investors will most likely result
from increases in the price of CEL-SCI's  common stock,  which has been volatile
in the recent past.  If CEL-SCI's  stock price does not  increase,  which likely
will depend  primarily  upon the results of the Multikine  clinical  trials,  an
investor is unlikely to receive any return on an investment in CEL-SCI's  common
stock.

                                       14
<PAGE>


The costs of CEL-SCI's product  development and clinical trials are difficult to
estimate and will be very high for many years,  preventing CEL-SCI from making a
profit for the foreseeable future, if ever.

     Clinical and other studies  necessary to obtain  approval of a new drug can
be time  consuming  and costly,  especially  in the United  States,  but also in
foreign  countries.  CEL-SCI's  estimates  of the costs  associated  with future
clinical  trials and  research  may be  substantially  lower  than what  CEL-SCI
actually experiences.  It is impossible to predict what CEL-SCI will face in the
development of a product,  such as LEAPS.  The purpose of clinical  trials is to
provide both CEL-SCI and regulatory authorities with safety and efficacy data in
humans.  It is relatively common to revise a trial or add subjects to a trial in
progress.  These examples of common vagaries in product development and clinical
investigations   demonstrate   how   predicted   costs  may  exceed   reasonable
expectations.  The  different  and  often  complex  steps  necessary  to  obtain
regulatory  approval,  especially  that  of the  United  States  Food  and  Drug
Administration  ("FDA") and the  European  Union's  European  Medicine's  Agency
("EMA"),  involve  significant  costs and may require several years to complete.
CEL-SCI  expects  that it will need  substantial  additional  financing  over an
extended  period of time in order to fund the costs of future  clinical  trials,
related research, and general and administrative expenses.

     The extent of CEL-SCI's clinical trials and research programs are primarily
based upon the amount of capital available to CEL-SCI and the extent to which it
receives  regulatory  approvals  for clinical  trials.  CEL-SCI has  established
estimates  of the future costs of the Phase III  clinical  trial for  Multikine,
but, as explained above, that estimate may not prove correct.

Compliance with changing regulations  concerning corporate governance and public
disclosure may result in additional expenses.

     Changing laws,  regulations and standards relating to corporate  governance
and public disclosure may create uncertainty  regarding  compliance matters. New
or  changed   laws,   regulations   and   standards   are   subject  to  varying
interpretations  in many cases. As a result,  their  application in practice may
evolve  over  time.  CEL-SCI is  committed  to  maintaining  high  standards  of
corporate   governance   and  public   disclosure.   Complying   with   evolving
interpretations of new or changing legal requirements may cause CEL-SCI to incur
higher costs as it revises current practices,  policies and procedures,  and may
divert   management   time  and  attention  from  potential   revenue-generating
activities to  compliance  matters.  If CEL-SCI's  efforts to comply with new or
changed laws,  regulations and standards differ from the activities  intended by
regulatory or governing bodies due to ambiguities related to practice, CEL-SCI's
reputation may also be harmed. Further, CEL-SCI's board members, chief executive
officer and  president  could face an  increased  risk of personal  liability in
connection with the performance of their duties.  As a result,  CEL-SCI may have
difficulty  attracting  and  retaining  qualified  board  members and  executive
officers, which could harm its business.

CEL-SCI has not established a definite plan for the marketing of Multikine.

     CEL-SCI has not  established  a definitive  plan for  marketing  nor has it
established a price structure for any of its products. However, CEL-SCI intends,

                                       15
<PAGE>


if it is in a position to do so, to sell Multikine itself in certain markets and
to enter into written  marketing  agreements  with various major  pharmaceutical
firms with  established  sales forces.  The sales forces in turn would,  CEL-SCI
believes,  target CEL-SCI's  products to cancer centers,  physicians and clinics
involved in head and neck cancer. CEL-SCI has already licensed Multikine to four
companies,  Teva Pharmaceuticals in Israel,  Turkey, Serbia and Croatia,  Orient
Europharma  in  Taiwan,   Singapore,  Hong  Kong,  Malaysia,  South  Korea,  the
Philippines,  Australia and New Zealand,  Byron BioPharma,  LLC in South Africa,
and  IDC-GP  Pharm in  Argentina  and  Venezuela.  CEL-SCI  believes  that these
companies  have  the  resources  to  market  Multikine  appropriately  in  their
respective  territories,  but there is no guarantee that they will.  There is no
assurance that CEL-SCI will find qualified  parties willing to market  CEL-SCI's
product in other areas.

     CEL-SCI  may  encounter   problems,   delays  and  additional  expenses  in
developing marketing plans with outside firms. In addition, even if Multikine is
cost effective and proven to increase overall  survival,  CEL-SCI may experience
other limitations involving the proposed sale of Multikine,  such as uncertainty
of   third-party   reimbursement.   There  is  no  assurance  that  CEL-SCI  can
successfully market any products which it may develop.

CEL-SCI hopes to expand its clinical development capabilities in the future, and
any difficulties hiring or retaining key personnel or managing this growth could
disrupt CEL-SCI's operations.

     CEL-SCI  is  highly  dependent  on  the  principal   members  of  CEL-SCI's
management and development staff. If the Multikine clinical trial is successful,
CEL-SCI   expects  to  expand  its  clinical   development   and   manufacturing
capabilities, which will involve hiring additional employees. Future growth will
require  CEL-SCI to continue to  implement  and  improve  CEL-SCI's  managerial,
operational and financial  systems and to continue to retain,  recruit and train
additional  qualified  personnel,   which  may  impose  a  strain  on  CEL-SCI's
administrative  and  operational  infrastructure.  The competition for qualified
personnel in the biopharmaceutical field is intense. CEL-SCI is highly dependent
on its ability to attract,  retain and motivate highly qualified  management and
specialized  personnel  required  for  clinical  development.  Due to  CEL-SCI's
limited  resources,  CEL-SCI may not be able to manage effectively the expansion
of its  operations  or recruit  and train  additional  qualified  personnel.  If
CEL-SCI is unable to retain  key  personnel  or manage  its growth  effectively,
CEL-SCI may not be able to implement its business plan.

Multikine is made from components of human blood,  which involves inherent risks
that may lead to product destruction or patient injury.

     Multikine is made,  in part,  from  components  of human  blood.  There are
inherent  risks  associated  with  products  that  involve  human  blood such as
possible  contamination with viruses,  including  Hepatitis or HIV. Any possible
contamination  could  require  CEL-SCI to destroy  batches of Multikine or cause
injuries to patients  who receive the  product,  thereby  subjecting  CEL-SCI to
possible financial losses, lawsuits, and harm to its business.

     Although  CEL-SCI  has  product  liability  insurance  for  Multikine,  the
successful  prosecution of a product liability case against CEL-SCI could have a
materially  adverse  effect  upon its  business  if the  amount of any  judgment


                                       16
<PAGE>

exceeds  CEL-SCI's  insurance  coverage.  Such  a suit  also  could  damage  the
reputation  of  Multikine  and make  successful  marketing  of the product  less
likely. CEL-SCI commenced the Phase III clinical trial for Multikine in December
2010.  Although no claims have been brought to date,  participants  in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any  unanticipated
harmful  effects  arising  from the use of Multikine or any drug or product that
CEL-SCI may attempt to develop.

CEL-SCI's  directors are allowed to issue shares of preferred stock and warrants
with  provisions  that could be detrimental  to the holders of CEL-SCI's  common
stock.

     The provisions in CEL-SCI's Articles of Incorporation relating to CEL-SCI's
preferred stock allow  CEL-SCI's  directors to issue preferred stock with rights
to multiple  votes per share and dividend  rights which would have priority over
any  dividends  paid with respect to  CEL-SCI's  common  stock.  The issuance of
preferred  stock  with  such  rights  may make more  difficult  the  removal  of
management  even if such removal would be considered  beneficial to shareholders
generally,  and will have the effect of limiting  shareholder  participation  in
certain  transactions  such as mergers or tender offers if such transactions are
not favored by incumbent management. In addition, CEL-SCI has issued warrants in
the past and may do so in the future.  These warrants,  providing a future right
to purchase  shares of CEL-SCI's  common  stock at the  established  price,  may
further dilute the ownership of current shareholders.

CEL-SCI's  Independent  Registered  Public  Accountants  have  included in their
report on CEL-SCI's financial statements a paragraph stating that CEL-SCI may be
unable to continue as a going concern.

     As a result of  recurring  losses from  operations,  CEL-SCI's  independent
registered  public  accounting  firm,  BDO USA,  LLP,  has  issued  a report  in
connection with their audit of CEL-SCI's  consolidated  financial statements for
the year ended  September  30,  2011,  that  included an  explanatory  paragraph
referring  to  CEL-SCI's   recurring   losses  from  operations  and  expressing
substantial  doubt in CEL-SCI's  ability to continue as a going concern  without
additional  capital  becoming  available.  The doubt about CEL-SCI's  ability to
continue  as a going  concern  could  have an adverse  impact on its  ability to
execute  its  business  plan,  result in the  reluctance  on the part of certain
suppliers to do business with CEL-SCI,  or adversely affect CEL-SCI's ability to
raise additional debt or equity capital.

Risks Related to Government Approvals
-------------------------------------

CEL-SCI's  product  candidates  must undergo  rigorous  preclinical and clinical
testing and regulatory  approvals,  which could be costly and time-consuming and
subject  CEL-SCI to  unanticipated  delays or prevent CEL-SCI from marketing any
products.

     Therapeutic agents,  drugs and diagnostic products are subject to approval,
prior to general  marketing,  from the FDA in the United States,  the EMA in the
European Union,  and by comparable  agencies in most foreign  countries.  Before
obtaining marketing  approval,  these product candidates must undergo costly and
time consuming  preclinical and clinical  testing which could subject CEL-SCI to

                                       17
<PAGE>


unanticipated  delays  and  may  prevent  CEL-SCI  from  marketing  its  product
candidates. There can be no assurance that such approvals will be granted.

     CEL-SCI  cannot be certain when or under what  conditions it will undertake
clinical  trials.  A variety of issues may delay or prevent  CEL-SCI's Phase III
clinical trial for Multikine or preclinical  and early clinical trials for other
products.  For example,  early trials,  or the plans for later  trials,  may not
satisfy the requirements of regulatory authorities, such as the FDA. CEL-SCI may
fail  to  find  subjects  willing  to  enroll  in  CEL-SCI's   trials.   CEL-SCI
manufactures Multikine, but relies on third party vendors for managing the trial
process and other  activities,  and these  vendors may fail to meet  appropriate
standards.  Accordingly,  the  clinical  trials  relating to  CEL-SCI's  product
candidates  may not be  completed  on  schedule,  the FDA or foreign  regulatory
agencies may order CEL-SCI to stop or modify its research, or these agencies may
not ultimately  approve any of CEL-SCI's product candidates for commercial sale.
Varying  interpretations  of the data  obtained from  pre-clinical  and clinical
testing could delay, limit or prevent  regulatory  approval of CEL-SCI's product
candidates.  The  data  collected  from  CEL-SCI's  clinical  trials  may not be
sufficient to support  regulatory  approval of its various  product  candidates,
including Multikine.  CEL-SCI's failure to adequately demonstrate the safety and
efficacy of any of its  product  candidates  would  delay or prevent  regulatory
approval of its product  candidates  in the United  States,  which could prevent
CEL-SCI from achieving  profitability.  Although CEL-SCI had positive results in
its Phase II trials for  Multikine,  those  results were for a very small sample
set, and CEL-SCI will not know  definitively  how  Multikine  will perform until
CEL-SCI is well into, or completes, its Phase III clinical trial.

     The requirements  governing the conduct of clinical trials,  manufacturing,
and marketing of CEL-SCI's product candidates,  including Multikine, outside the
United States vary from country to country. Foreign approvals may take longer to
obtain  than FDA  approvals  and can  require,  among other  things,  additional
testing and different  trial  designs.  Foreign  regulatory  approval  processes
include all of the risks associated with the FDA approval process. Some of those
agencies also must approve prices for products approved for marketing.  Approval
of a product by the FDA or the EMA does not ensure  approval of the same product
by the health authorities of other countries. In addition, changes in regulatory
requirements  for  product  approval in any country  during the  clinical  trial
process and regulatory agency review of each submitted new application may cause
delays or rejections.

     CEL-SCI has only limited  experience  in filing and  pursuing  applications
necessary to gain regulatory approvals.  CEL-SCI's lack of experience may impede
its ability to obtain timely  approvals  from  regulatory  agencies,  if at all.
CEL-SCI will not be able to commercialize Multikine and other product candidates
until it has obtained regulatory approval. In addition,  regulatory  authorities
may also  limit the types of  patients  to which  CEL-SCI  or others  may market
Multikine or  CEL-SCI's  other  products.  Any failure to obtain or any delay in
obtaining  required  regulatory  approvals may  adversely  affect the ability of
CEL-SCI or potential licensees to successfully market CEL-SCI's products.

     Even if CEL-SCI  obtains  regulatory  approval for its product  candidates,
          CEL-SCI will be subject to stringent, ongoing government regulation.

                                       18
<PAGE>


     If CEL-SCI's  products receive  regulatory  approval,  either in the United
States or  internationally,  CEL-SCI  will  continue to be subject to  extensive
regulatory  requirements.  These regulations are wide-ranging and govern,  among
other things:

     o    product design, development and manufacture;

     o    product application and use

     o    adverse drug experience;

     o    product advertising and promotion;

     o    product manufacturing, including good manufacturing practices

     o    record keeping requirements;

     o    registration and listing of CEL-SCI's establishments and products with
          the FDA, EMA and other state and national agencies;

     o    product storage and shipping;

     o    drug sampling and distribution requirements;

     o    electronic record and signature requirements; and

     o    labeling changes or modifications.

     CEL-SCI and any  third-party  manufacturers  or suppliers must  continually
adhere to federal regulations setting forth requirements,  known as current Good
Manufacturing  Practices,  or cGMPs,  and their foreign  equivalents,  which are
enforced by the FDA, the EMA and other national  regulatory bodies through their
facilities inspection programs.  If CEL-SCI's  facilities,  or the facilities of
CEL-SCI's contract manufacturers or suppliers,  cannot pass a pre-approval plant
inspection,  the FDA,  EMA, or other  national  regulators  will not approve the
marketing  applications of CEL-SCI's product candidates.  In complying with cGMP
and  foreign  regulatory   requirements,   CEL-SCI  and  any  of  its  potential
third-party  manufacturers  or suppliers will be obligated to expend time, money
and effort in  production,  record-keeping  and  quality  control to ensure that
CEL-SCI's products meet applicable specifications and other requirements.

     If  CEL-SCI  does not comply  with  regulatory  requirements  at any stage,
whether before or after marketing  approval is obtained,  CEL-SCI may be subject
to license suspension or revocation, criminal prosecution,  seizure, injunction,
fines, be forced to remove a product from the market or experience other adverse
consequences, including restrictions or delays in obtaining regulatory marketing
approval for such  products or for other  products for which it seeks  approval.
This could  materially harm CEL-SCI's  financial  results,  reputation and stock
price.  Additionally,  CEL-SCI  may not be able to obtain  the  labeling  claims
necessary or desirable  for product  promotion.  CEL-SCI may also be required to
undertake   post-marketing   trials,  which  will  be  evaluated  by  applicable
authorities  to  determine if  CEL-SCI's  products may remain on the market.  If
CEL-SCI  or other  parties  identify  adverse  effects  after  any of  CEL-SCI's
products  are on the market,  or if  manufacturing  problems  occur,  regulatory
approval may be suspended or withdrawn.  CEL-SCI may be required to  reformulate
its  products,  conduct  additional  clinical  trials,  make  changes in product
labeling or indications of use, or submit additional  marketing  applications to

                                       19
<PAGE>


support any changes.  If CEL-SCI encounters any of the foregoing  problems,  its
business  and results of  operations  will be harmed and the market price of its
common stock may decline.

     Also, CEL-SCI cannot predict the extent of adverse  government  regulations
which might arise from future  legislative  or  administrative  action.  Without
government approval, CEL-SCI will be unable to sell any of its products.

Foreign  governments  often impose  strict price  controls,  which may adversely
affect CEL-SCI's future profitability.

     CEL-SCI  intends to seek  approval to market  Multikine  in both the United
States and foreign  jurisdictions.  If CEL-SCI  obtains  approval in one or more
foreign jurisdictions, CEL-SCI will be subject to rules and regulations in those
jurisdictions relating to Multikine. In some foreign countries,  particularly in
the  European  Union,  prescription  drug  pricing is  subject  to  governmental
control. In these countries,  pricing negotiations with governmental authorities
can take  considerable  time after the receipt of marketing  approval for a drug
candidate.  To obtain  reimbursement  or  pricing  approval  in some  countries,
CEL-SCI  may  be  required  to  conduct  a  clinical  trial  that  compares  the
cost-effectiveness  of Multikine to other available therapies.  If reimbursement
of Multikine is unavailable or limited in scope or amount,  or if pricing is set
at  unsatisfactory   levels,  CEL-SCI  may  be  unable  to  achieve  or  sustain
profitability.

Risks Related to Intellectual Property
--------------------------------------

CEL-SCI may not be able to achieve or maintain a competitive position, and other
technological  developments  may result in  CEL-SCI's  proprietary  technologies
becoming uneconomical or obsolete.

     CEL-SCI is  involved in a  biomedical  field that is  undergoing  rapid and
significant  technological  change.  The pace of change continues to accelerate.
The successful  development of products from CEL-SCI's  compounds,  compositions
and  processes  through  CEL-SCI-financed  research,  or as a result of possible
licensing arrangements with pharmaceutical or other companies, is not assured.

     Many  companies  are working on drugs  designed to cure or treat  cancer or
cure and treat viruses,  such as H1N1.  Many of these  companies have financial,
research and development,  and marketing resources,  which are much greater than
CEL-SCI's, and are capable of providing significant long-term competition either
by establishing  in-house research groups or by forming  collaborative  ventures
with other entities. In addition,  smaller companies and non-profit institutions
are active in research  relating to cancer and  infectious  diseases.  CEL-SCI's
market share will be reduced or eliminated if CEL-SCI's  competitors develop and
obtain  approval for products that are safer or more  effective  than  CEL-SCI's
products.

CEL-SCI's  patents might not protect CEL-SCI's  technology from competitors,  in
which case CEL-SCI may not have any advantage  over  competitors  in selling any
products which it may develop.


                                       20
<PAGE>

     Certain aspects of CEL-SCI's  technologies  are covered by U.S. and foreign
patents. In addition,  CEL-SCI has a number of new patent applications  pending.
There is no assurance that the applications  still pending or which may be filed
in the future will result in the issuance of any patents. Furthermore,  there is
no assurance as to the breadth and degree of protection any issued patents might
afford  CEL-SCI.  Disputes may arise between  CEL-SCI and others as to the scope
and validity of these or other  patents.  Any defense of the patents could prove
costly and time  consuming and there can be no assurance that CEL-SCI will be in
a position,  or will deem it advisable,  to carry on such a defense.  A suit for
patent  infringement  could  result in  increasing  costs,  delaying  or halting
development,  or even forcing  CEL-SCI to abandon a product.  Other  private and
public concerns,  including  universities,  may have filed applications for, may
have been issued, or may obtain additional  patents and other proprietary rights
to technology  potentially useful or necessary to CEL-SCI.  CEL-SCI currently is
not aware of any such patents,  but the scope and validity of such  patents,  if
any, and the cost and  availability  of such rights are  impossible  to predict.
Also, as far as CEL-SCI relies upon unpatented proprietary technology,  there is
no assurance  that others may not acquire or  independently  develop the same or
similar technology.

Much of CEL-SCI's intellectual property is protected as a trade secret, not as a
patent.

     Much of  CEL-SCI's  intellectual  property  pertains  to its  manufacturing
system,  certain aspects of which may not be suitable for patent filing and must
be protected as a trade secret. Those trade secrets must be protected diligently
by CEL-SCI to protect their disclosure to competitors,  since legal  protections
after disclosure may be minimal or non-existent.  Accordingly, much of CEL-SCI's
value is  dependent  upon its  ability to keep its trade  secrets  confidential.
Although CEL-SCI takes measures to ensure  confidentiality,  CEL-SCI may fail in
that  attempt.  In  addition,  in some cases a regulator  considering  CEL-SCI's
application  for product  approval may require the  disclosure of some or all of
CEL-SCI's proprietary  information.  In such a case, CEL-SCI must decide whether
to disclose  the  information  or forego  approval in a particular  country.  If
CEL-SCI  is  unable  to  market  its  products  in  key   countries,   CEL-SCI's
opportunities and value may suffer.

Risks Related to CEL-SCI's Common Stock
---------------------------------------

Since the market price for CEL-SCI's common stock is volatile, investors may not
be able to sell any of CEL-SCI's shares at a profit.

     The market price of CEL-SCI's  common stock,  as well as the  securities of
other  biopharmaceutical  and  biotechnology  companies,  have historically been
highly volatile,  and the market has from time to time  experienced  significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies.  During the twelve months ended August 31, 2012, CEL-SCI's
stock  price  has  ranged  from a low of $0.27  per share to a high of $0.65 per
share.   Factors  such  as   fluctuations   in  CEL-SCI's   operating   results,
announcements  of  technological  innovations  or new  therapeutic  products  by
CEL-SCI or its competitors,  governmental regulation,  developments in patent or
other proprietary rights,  public concern as to the safety of products developed
by CEL-SCI or other biotechnology and pharmaceutical companies,  publications by


                                       21
<PAGE>


market analysts, law suits, and general market conditions may have a significant
effect on the future market price of CEL-SCI's common stock.

Future sales of CEL-SCI's  securities may dilute the value of current investors'
holdings.

     In order to raise  additional  capital,  CEL-SCI may need to sell shares of
its common stock,  or securities  convertible  into common stock, at prices that
may be below the prevailing  market price of CEL-SCI's  common stock at the time
of sale.  Since CEL-SCI's  stock price has been volatile,  even a sale at market
price one week may  represent a  substantial  "discount"  over the prior  week's
price.  Future  sales of  CEL-SCI's  securities  will dilute  CEL-SCI's  current
stockholders and investors and may have a negative effect on the market price of
its common stock.

Shares issuable upon the conversion of notes or upon the exercise of outstanding
warrants and options may  substantially  increase the number of shares available
for sale in the public  market and may  depress  the price of  CEL-SCI's  common
stock.

     CEL-SCI has outstanding  convertible notes and debt, as well as options and
warrants,  which as of the date of this prospectus,  could potentially allow the
holders to acquire a  substantial  number of shares of CEL-SCI's  common  stock.
Until the  convertible  notes and debt are repaid,  and the options and warrants
expire,  the holders will have an opportunity to profit from any increase in the
market price of CEL-SCI's  common stock without assuming the risks of ownership.
Holders of options and  warrants may exercise  these  securities  at a time when
CEL-SCI  could  obtain  additional  capital on terms more  favorable  than those
provided by the options or warrants.  The conversion of the notes or debt or the
exercise  of the  options and  warrants  will dilute the voting  interest of the
current  owners  of  outstanding  shares  by  adding  a  substantial  number  of
additional shares of common stock.

     Substantially  all of the shares of common stock that are issuable upon the
conversions  of the notes or debt,  of the exercise of  outstanding  options and
warrants,  may be sold in the public market.  The sale of common stock described
above, or the perception that such sales could occur,  may adversely  affect the
market price of CEL-SCI's common stock.

     Any decline in the price of  CEL-SCI's  common  stock may  encourage  short
sales,  which could place  further  downward  pressure on the price of CEL-SCI's
common stock.  Short selling is a practice of selling shares which are not owned
by a seller at that time,  with the  expectation  that the  market  price of the
shares  will  decline  in value  after the sale,  providing  the short  seller a
profit.

                             COMPARATIVE SHARE DATA

                                                  Number of Shares
                                                  ----------------

Shares outstanding as of August 31, 2012            273,002,429

Shares to be sold in this offering:                     Unknown


                                       22
<PAGE>


     The number of shares  outstanding  as of August 31,  2012  excludes  shares
which may be issued  upon the  exercise  of the  options or  warrants  described
below.

Other Shares Which May Be Issued:
                                                     Number of          Note
                                                      Shares         Reference
                                                     ---------       ---------

   Shares issuable upon exercise of Series L and M
      warrants                                       7,250,000         A

   Shares issuable upon the exercise of
      Series N warrants                              5,187,709         B

   Shares issuable upon the exercise of warrants
     held by private investors                       8,776,875         C

   Shares issuable upon exercise of options granted
     to CEL-SCI's officers,  directors, employees,
     consultants, and third parties                 37,472,088         D

   Shares issuable upon exercise of Series A
     warrants                                        1,303,472         E

   Shares issuable upon conversion of loan payable
     to officer and director                         2,760,142         F

   Shares issuable upon exercise of warrants held
     by officer and director                         3,497,539         F

   Shares issuable upon exercise of Series B warrants  500,000         G

   Shares issuable upon exercise of Series C
     warrants                                        4,634,886         H

   Shares issuable upon exercise of Series E warrants  714,286         I

   Shares issuable upon exercise of Series F
     warrants                                       12,000,000         J

   Shares issuable upon exercise of Series G warrants  666,667         J

   Shares issuable upon exercise of Series H
     warrants                                       12,000,000         K

   Shares issuable upon exercise of Series P
     warrants                                        5,900,000         L

   Shares issuable upon exercise of Series Q
     warrants                                       12,000,000         M

                                       23
<PAGE>

A. The Series L warrants allow the holders to purchase up to:

     o    250,000 shares of CEL-SCI's common stock at a price of $0.75 per share
          at any time on or before April 17, 2014

     o    1,000,000  shares of  CEL-SCI's  common  stock at a price of $0.34 per
          share at any time on or before April 17, 2013.

     The Series M warrants allow the holders to purchase up to 6,000,000  shares
of CEL-SCI's common stock at a price of $0.34 per shares.  The Series M warrants
expire on July 31, 2014.

B. On August  18,  2008,  CEL-SCI  sold  1,383,389  shares  of common  stock and
2,075,084  warrants in a private  financing  for  $1,037,500.  In June 2009,  an
additional 1,166,667 shares and 1,815,698 warrants were issued to the investors.
In October 2011, an additional 833,334 shares and 1,296,927 warrants were issued
to the  investors.  Each  warrant  entitles  the holder to purchase one share of
CEL-SCI's common stock at a price of $0.30 per share at any time prior to August
18, 2014.

C.  Between  May 30,  2003 and July 8, 2009,  CEL-SCI  sold shares of its common
stock in private transactions. In some cases warrants were issued as part of the
financings.  The names of the warrant  holders and the terms of the warrants are
shown below:

                                     Shares Issuable
                             Issue    Upon Exercise    Exercise   Expiration
Warrant Holder               Date       of Warrants      Price        Date
--------------               ----       -----------      -----        ----

Eastern Biotech             5/30/03      400,000        $ 0.47     5/30/13

Cher Ami Holdings           7/18/05      375,000       $ 0.65      7/18/14

Cher Ami Holdings            2/9/06      150,000       $ 0.56      2/09/14

Eastern Biotech             4/17/06      800,000       $ 1.25      6/30/13

Cher Ami Holdings           5/18/06      800,000       $ 0.82      5/17/14

VIF II CEL-SCI Partners,
  LLC                       1/26/09    3,787,500        $ 0.75     1/26/14

VIF II CEL-SCI Partners,
  LLC                       3/31/09 -                              3/31/14-
                            6/30/09    2,296,875        $ 0.75     6/30/14

Christian Schleuning         7/8/09      167,500        $ 0.50      1/8/15
                                      ----------
                                       8,776,875
                                      ==========

                                       24
<PAGE>


     The shares of common stock  issuable  upon the  exercise of these  warrants
were registered by means of a separate registration statement.

D. The options are  exercisable at prices ranging from $0.16 to $1.94 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

E.  Between  June 23 and July 1, 2009,  CEL-SCI  sold  15,099,346  shares of its
common stock at a price of $0.40 per share.  The investors in this offering also
received 10,116,560 Series A warrants. Each Series A warrant entitles the holder
to purchase one share of CEL-SCI's  common  stock.  The Series A warrants may be
exercised at any time on or after  December 24, 2009 and on or prior to December
24, 2014 at a price of $0.50 per share. As of August 31, 2012,  8,813,088 Series
A warrants had been exercised.

F. Between December 2008 and June 2009, Maximilian de Clara, CEL-SCI's President
and a director, loaned CEL-SCI $1,104,057. The loan was initially payable at the
end of March,  2009, but was extended to the end of June,  2009. At the time the
loan was due, and in accordance with the loan  agreement,  CEL-SCI issued Mr. de
Clara a warrant  which  entitles  Mr. de Clara to purchase  1,648,244  shares of
CEL-SCI's common stock at a price of $0.40 per share. The warrant is exercisable
at any time prior to December 24, 2014.  Although the loan was to be repaid from
the proceeds of CEL-SCI's  financing,  CEL-SCI's  Directors deemed it beneficial
not to repay the loan and negotiated a second  extension of the loan with Mr. de
Clara on terms similar to the June 2009 financing.  Pursuant to the terms of the
second  extension  the note is now due on July 6, 2014,  but,  at Mr. de Clara's
option,  the loan can be converted  into shares of CEL-SCI's  common stock.  The
number of shares which will be issued upon any conversion  will be determined by
dividing the amount to be converted by $0.40. As further  consideration  for the
second  extension,  Mr. de Clara  received  warrants which allow Mr. de Clara to
purchase  1,849,295  shares of  CEL-SCI's  common  stock at a price of $0.50 per
share at any time prior to January 6, 2015. On May 13, 2011, to recognize Mr. de
Clara's  willingness  to  agree  to  subordinate  his  note  to the  convertible
preferred  shares  and  convertible  debt as part of the  settlement  agreement,
CEL-SCI  extended the maturity  date of the note to July 6, 2015.  The loan from
Mr.  de  Clara  bears  interest  at 15% per  year  and is  secured  by a lien on
substantially all of CEL-SCI's assets. CEL-SCI does not have the right to prepay
the loan  without Mr. de Clara's  consent.  As of August 31,  2012,  none of the
warrants issued to Mr. De Clara had been exercised.

G. On August  31,  2009,  CEL-SCI  borrowed  $2,000,000  from two  institutional
investors.  The loans are evidenced by CEL-SCI's Series B promissory notes which
were repaid in September  2009. The Series B note holders also received Series B
warrants  which allow the holders to purchase up to 500,000  shares of CEL-SCI's
common  stock  at a price of $0.68  per  share.  The  Series B  warrants  may be
exercised at any time prior to September 4, 2014. As of August 31, 2012, none of
the Series B Warrants had been exercised.

H. On August 20, 2009,  CEL-SCI sold 10,784,435  shares of its common stock to a
group of private investors for $4,852,995 or $0.45 per share. The investors also
received  Series C warrants  which entitle the  investors to purchase  5,392,217
shares of CEL-SCI's  common stock. The Series C warrants may be exercised at any


                                       25
<PAGE>

time prior to February 20, 2015 at a price of $0.55 per share.  As of August 31,
2012, 757,331 Series C warrants had been exercised.

I. On September 21, 2009,  CEL-SCI sold 14,285,715 shares of its common stock to
a group of private  investors for $20,000,000 or $1.40 per share.  The investors
also  received  Series D warrants  which entitle the investors to purchase up to
4,714,284  shares of  CEL-SCI's  common  stock.  The  Series D  warrants  may be
exercised at any time prior to September 21, 2011 at a price of $1.50 per share.
On September 21, 2011, all Series D warrants expired.

     CEL-SCI paid Rodman & Renshaw, LLC, the placement agent for the offering, a
cash commission of $1,000,000,  as well as an expense  reimbursement of $37,500.
CEL-SCI also issued Rodman & Renshaw  714,286  Series E warrants.  Each Series E
warrant entitles the holder to purchase one share of CEL-SCI's common stock. The
Series E warrants  may be  exercised  at any time prior to August 12,  2014 at a
price of $1.75 per share.  As of August 31, 2012,  none of the Series E warrants
had been exercised.

J. On October 3, 2011  CEL-SCI sold  13,333,334  shares of its common stock to a
group of private investors for $4,000,000 or $0.30 per share. The investors also
received  Series F warrants  which  entitle  the  investors  to  purchase  up to
12,000,000  shares 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 paid Chardan  Capital  Markets,  LLC, the placement  agent for this
offering, a cash commission of $140,000, and issued 666,667 Series G warrants to
Chardan.  Each Series G warrant  entitles  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.

     As of  August  31,  2012,  none of the  Series  F or G  warrants  had  been
exercised.

K. On January 25, 2012,  CEL-SCI sold  16,000,000  shares of its common stock to
institutional  investors for  $5,760,000 or $0.36 per share.  The investors also
received  Series H warrants  which  entitle  the  investors  to  purchase  up to
12,000,000  shares of  CEL-SCI's  common  stock.  The Series H  warrants  may be
exercised at any time prior to August 1, 2015 at a price of $0.50 per share.

L. On February  10,  2012,  CEL-SCI  issued  5,900,000  Series P warrants to the
former holder of the Series O warrants as an inducement  for the early  exercise
of the Series O warrants.  The Series P warrants allow the holder to purchase up
to 5,900,000 shares of CEL-SCI's common stock at a price of $0.45 per share. The
Series P warrants are exercisable at any time prior to March 7, 2017.

M. On June 21, 2012,  CEL-SCI sold  16,000,000  shares of its common stock, at a
price of $0.35 per share,  in a  registered  direct  offering  to  institutional
investors,  representing  gross proceeds of $5,600,000.  Investors also received
Series Q warrants to purchase up to 12,000,000  shares of CEL-SCI's common stock
at a price of $0.50  per  share at any time on or after  December  22,  2012 and
prior to December 22, 2015.


                                       26
<PAGE>

                                 USE OF PROCEEDS

     All of the shares  offered by this  Prospectus are being offered by certain
owners of CEL-SCI's common stock (the Selling  Shareholders)  and were issued by
CEL-SCI in connection  with  CEL-SCI's  employee  stock  compensation  or option
plans.  None of the  proceeds  from this  offering  will be received by CEL-SCI.
Expenses expected to be incurred by CEL-SCI in connection with this offering are
estimated to be approximately  $10,000.  The Selling Shareholders have agreed to
pay all  commissions  and other  compensation  to any securities  broker/dealers
through whom they sell any of the Shares.



                             MARKET FOR COMMON STOCK

     As of August 31,  2012 there were  approximately  1,100  record  holders of
CEL-SCI's  common stock.  CEL-SCI's common stock is traded on the NYSE MKT under
the symbol "CVM".  Set forth below are the range of high and low  quotations for
CEL-SCI's  common  stock for the periods  indicated as reported on the NYSE MKT.
The market  quotations  reflect  inter-dealer  prices,  without retail  mark-up,
mark-down or commissions and may not necessarily represent actual transactions.

        Quarter Ending         High             Low
        --------------         ----             ---

         12/31/09             $1.79             $0.85
          3/31/10             $1.12             $0.50
          6/30/10             $0.76             $0.45
          9/30/10             $0.84             $0.43

         12/31/10             $1.05             $0.60
          3/31/11             $0.86             $0.51
          6/30/11             $0.74             $0.46
          9/30/11             $0.57             $0.35

         12/31/11             $0.42             $0.27
          3/31/12             $0.65             $0.28
          6/30/12             $0.58             $0.34

     Holders  of common  stock  are  entitled  to  receive  dividends  as may be
declared by the Board of Directors  out of legally  available  funds and, in the
event of liquidation,  to share pro rata in any distribution of CEL-SCI's assets
after payment of liabilities. The Board of Directors is not obligated to declare
a dividend.  CEL-SCI has not paid any  dividends on its common stock and CEL-SCI
does not have any current plans to pay any common stock dividends.

     The provisions in CEL-SCI's Articles of Incorporation relating to CEL-SCI's
preferred  stock would allow  CEL-SCI's  directors to issue preferred stock with

                                       27
<PAGE>


rights to multiple votes per share and dividend rights which would have priority
over any dividends paid with respect to CEL-SCI's  Common Stock. The issuance of
preferred  stock  with  such  rights  may make more  difficult  the  removal  of
management  even if such removal would be considered  beneficial to shareholders
generally,  and will have the effect of limiting  shareholder  participation  in
certain  transactions  such as mergers or tender offers if such transactions are
not favored by incumbent management.

     The market price of CEL-SCI's  common stock,  as well as the  securities of
other  biopharmaceutical  and  biotechnology  companies,  have historically been
highly volatile,  and the market has from time to time  experienced  significant
price and volume fluctuations that are unrelated to the operating performance of
particular  companies.  Factors  such as  fluctuations  in  CEL-SCI's  operating
results,  announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors,  governmental regulation,  developments in patent
or other  proprietary  rights,  public  concern  as to the  safety  of  products
developed by CEL-SCI or other  biotechnology and pharmaceutical  companies,  and
general market  conditions may have a significant  effect on the market price of
CEL-SCI's common stock.

                              SELLING SHAREHOLDERS

     CEL-SCI has issued (or may in the future  issue) shares of its common stock
to various persons  pursuant to certain employee  compensation  plans adopted by
CEL-SCI.  The employee  compensation  plans provide for the grant or issuance to
selected  employees of CEL-SCI and other  persons of shares of CEL-SCI's  common
stock or options to  purchase  shares of  CEL-SCI's  common  stock.  Persons who
received  shares  pursuant to the Plans and who are offering  such shares to the
public  by  means  of  this   Prospectus   are   referred  to  as  the  "Selling
Shareholders".

     CEL-SCI has adopted a number of Stock Option and Stock Bonus Plans, as well
as a Stock Compensation Plan. A summary  description of these Plans follows.  In
some cases these Plans are collectively referred to as the "Plans".

     Incentive  Stock Option  Plans.  CEL-SCI has  Incentive  Stock Option Plans
which authorize the issuance of shares of CEL-SCI's Common Stock to persons that
exercise  options granted  pursuant to the Plan.  Only Company  employees may be
granted options pursuant to the Incentive Stock Option Plan.

     Non-Qualified  Stock Option Plans.  CEL-SCI has Non-Qualified  Stock Option
Plans which  authorize  the  issuance  of shares of  CEL-SCI's  Common  Stock to
persons  that  exercise  options  granted  pursuant  to  the  Plans.   CEL-SCI's
employees,  directors,  officers,  consultants  and  advisors are eligible to be
granted options pursuant to the Plans,  provided however that bona fide services
must be rendered by such  consultants  or advisors and such services must not be
in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction.  The option  exercise  price is  determined by the Committee on the
date the option is granted.

     Stock  Bonus  Plans.  CEL-SCI  has Stock  Bonus  Plans  which allow for the
issuance  of shares  of Common  Stock to it's  employees,  directors,  officers,

                                       28
<PAGE>

consultants  and  advisors.  However bona fide  services must be rendered by the
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     Stock Compensation Plan. CEL-SCI's Stock Compensation Plan provides for the
issuance of shares of its common stock to officers,  directors  and employees of
CEL-SCI,  as well as  consultants  to CEL-SCI,  that agree to receive  shares of
CEL-SCI's common stock in lieu of all or part of the  compensation  owed to them
by CEL-SCI.  However, bona fide services must be rendered by consultants and the
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

     Summary.  The following lists, as of August 31, 2012 the options and shares
granted pursuant to the Plans.  Each option represents the right to purchase one
share of CEL-SCI's common stock.

                                Total      Shares      Shares
                                Shares  Reserved for  Issued as     Remaining
                               Reserved  Outstanding Stock Bonus/ Options/Shares
Name of Plan                 Under Plans  Options    Compensation   Under Plans
------------                 -----------  -------    ------------   -----------

Incentive Stock Option Plans  21,100,000 10,668,275        N/A    8,945,225
Non-Qualified Stock Option
Plans                        37,760,000  26,803,813        N/A    4,888,738
Stock Bonus Plans            15,940,000         N/A  8,087,883    7,849,829
Stock Compensation Plan      13,500,000         N/A  6,386,531    7,133,469

     Shares issuable upon the exercise of options granted to CEL-SCI's  officers
and directors  pursuant to the Incentive  Stock Option and  Non-Qualified  Stock
Option  Plans,  as well as shares  issued  pursuant to the Stock Bonus Plans and
Stock Compensation Plan, are being offered by means of this Prospectus.  Certain
options  were  granted in  accordance  with  CEL-SCI's  Salary  Reduction  Plan.
Pursuant to the Salary  Reduction  Plan,  any employee of CEL-SCI was allowed to
receive options (exercisable at market price at time of grant) in exchange for a
reduction in such employee's salary. The following table lists the shareholdings
of CEL-SCI's  officers  and  directors  and the shares  offered by means of this
Prospectus as of August 31, 2012.

<TABLE>
<S>                        <C>        <C>         <C>         <C>           <C>          <C>

                                    Number of Shares Being Offered      Number of
                                    ------------------------------     shares which
  Name of                                                   Stock      will be owned    Percent
  Selling              Number of     Option     Bonus    Compensation  on completion      of
Shareholder          Shares Owned   Shares (2)  Shares     Shares      of the Offering   Class
-----------          ------------   ---------   ------     ------      ---------------   -----

Maximilian de Clara    251,234      4,083,249  675,071    2,012,878      251,234              *
Geert R. Kersten (1) 3,434,380     10,983,009  264,601      478,140    3,434,380          1.26%
Patricia B. Prichep    877,217      5,802,296  198,247      236,812      877,217              *
Eyal Talor, Ph.D.      486,252      5,002,719  186,224      235,783      486,252              *

                                       29
<PAGE>

Daniel Zimmerman, Ph.D.382,303      1,659,000  340,228      127,458      382,303              *
John Cipriano                -        881,000        -      120,924            -              *
Alexander Esterhazy    233,157      1,212,332        -      233,157      233,157              *
C. Richard Kinsolving,
 Ph.D.                 302,247      1,319,000        -      233,157      302,247              *
Peter R. Young, Ph.D.  247,758      1,214,999        -      233,157      247,758              *
</TABLE>

* Less than 1%.

     (1)  Includes  shares  held in  trusts  for the  benefit  of Mr.  Kersten's
          children.

     (2)  Represents  shares issued or issuable upon exercise of stock  options.
          The options held by CEL-SCI's  officers and directors are  exercisable
          at prices ranging from $0.16 to $1.93 per share.

     Mr. de Clara and Mr.  Kersten are both  officers and  directors of CEL-SCI.
Mr. Esterhazy,  Mr. Kinsolving and Mr. Young are directors of CEL-SCI. The other
persons in the foregoing table are officers of CEL-SCI.

     Each Selling Shareholder has represented that the Shares were purchased for
investment  and with no present  intention of  distributing  or  reselling  such
Shares.  However,  in  recognition  of  the  fact  that  holders  of  restricted
securities may wish to be legally  permitted to sell their Shares when they deem
appropriate,  CEL-SCI has filed with the Commission  under the Securities Act of
1933 a Form S-8  registration  statement of which this  Prospectus  forms a part
with   respect  to  the  resale  of  the  Shares   from  time  to  time  in  the
over-the-counter market or in privately negotiated transactions.

     Certain of the Selling  Shareholders,  their  associates and affiliates may
from time to time be employees of,  customers of, engage in  transactions  with,
and/or perform  services for CEL-SCI or its  subsidiaries in the ordinary course
of business.

                              PLAN OF DISTRIBUTION

     CEL-SCI may sell shares of its common stock,  preferred stock,  convertible
preferred  stock,  promissory  notes,  convertible  notes or  warrants in and/or
outside the United States: (i) through underwriters or dealers; (ii) directly to
a limited  number  of  purchasers  or to a single  purchaser;  or (iii)  through
agents.  The  applicable  prospectus  supplement  with  respect  to the  offered
securities will set forth the name or names of any  underwriters  or agents,  if
any, the purchase  price of the offered  securities  and the proceeds to CEL-SCI
from such sale, any delayed delivery  arrangements,  any underwriting  discounts
and other items  constituting  underwriters'  compensation,  any initial  public
offering price and any discounts or concessions  allowed or reallowed or paid to
dealers and any  compensation  paid to a  placement  agent.  Any initial  public
offering price and any discounts or concessions  allowed or reallowed or paid to
dealers may be changed from time to time.

     Notwithstanding  the  above,  the  maximum  commission  or  discount  to be
received by any NASD  member or  independent  broker-dealer  will not be greater
than 10% in connection with the sale of any securities  offered by means of this
prospectus   or   any   related   prospectus   supplement,   exclusive   of  any
non-accountable expense allowance. Any securities issued by CEL-SCI to any FINRA

                                       30
<PAGE>

member or independent  broker-dealer in connection with an offering of CEL-SCI's
securities will be considered  underwriting  compensation  and may be restricted
from  sale,  transfer,  assignment,  or  hypothecation  for a number  of  months
following  the effective  date of the  offering,  except to officers or partners
(not  directors)  of any  underwriter  or member of a selling group and/or their
officers or partners.

     CEL-SCI's securities may be sold:

     o    At a fixed price.

     o    As the  result  of the  exercise  of  warrants  or the  conversion  of
          preferred shares, and at fixed or varying prices, as determined by the
          terms of the warrants, or convertible securities.

     o    At varying prices in at the market offerings.

     o    In  privately  negotiated  transactions,  at fixed prices which may be
          changed,  at market  prices  prevailing at the time of sale, at prices
          related to such prevailing market prices or at negotiated prices.

     If  underwriters  are used in the  sale,  the  offered  securities  will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public offering price or at varying prices determined at the time of sale.
The  securities  may  be  offered  to the  public  either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as  underwriters.  The  underwriter  or  underwriters  with
respect to a particular  underwritten  offering of securities to be named in the
prospectus  supplement  relating  to  such  offering  and,  if  an  underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the  cover of such  prospectus  supplement.  Unless  otherwise  set forth in the
prospectus  supplement,  the  obligations  of the  underwriters  to purchase the
offered securities will be subject to conditions  precedent and the underwriters
will be obligated to purchase all the offered securities if any are purchased.

     If dealers  are  utilized in the sale of offered  securities  in respect of
which this prospectus is delivered,  CEL-SCI will sell the offered securities to
the dealers as principals. The dealers may then resell the offered securities to
the  public at varying  prices to be  determined  by the  dealers at the time of
resale.  The names of the dealers and the terms of the  transaction  will be set
forth  in the  prospectus  supplement  relating  to the  securities  sold to the
dealers.

     If an agent is used in an offering of offered securities, the agent will be
named,  and the  terms  of the  agency  will  be set  forth,  in the  prospectus
supplement.  Unless otherwise indicated in the prospectus  supplement,  an agent
will act on a best efforts basis for the period of its appointment.

     The securities may be sold directly by CEL-SCI to  institutional  investors
or  others,  who may be deemed to be  underwriters  within  the  meaning  of the
Securities  Act with  respect to any resale of the  securities  purchased by the
institutional  investors.  The terms of any of the sales, including the terms of

                                       31
<PAGE>


any bidding or auction process,  will be described in the applicable  prospectus
supplement.

     CEL-SCI may permit agents or underwriters to solicit offers to purchase its
securities  at the public  offering  price set forth in a prospectus  supplement
pursuant to a delayed delivery arrangement providing for payment and delivery on
the date stated in the prospectus  supplement.  Any delayed  delivery  contract,
when  issued,  will  contain  definite  fixed  price  and  quantity  terms.  The
obligations of any purchaser pursuant to a delayed delivery contract will not be
subject to any market outs or other conditions other than the condition that the
delayed  delivery  contract  will not violate  applicable  law. In the event the
securities  underlying the delayed delivery contract are sold to underwriters at
the time of performance of the delayed delivery contract,  those securities will
be sold to those  underwriters.  Each delayed delivery contract shall be subject
to  CEL-SCI's  approval.  CEL-SCI  will  pay  the  commission  indicated  in the
prospectus   supplement  to  underwriters  or  agents  soliciting  purchases  of
securities pursuant to delayed delivery arrangements accepted by CEL-SCI.

     Notwithstanding  the  above,  while  prospectus   supplements  may  provide
specific  offering  terms,  or add to or update  information  contained  in this
prospectus,  any fundamental changes to the offering terms will be made by means
of a post-effective amendment.

     Agents,  dealers and underwriters may be entitled under agreements  entered
into  with  CEL-SCI  to  indemnification  from  CEL-SCI  against  certain  civil
liabilities,  including liabilities under the Securities Act, or to contribution
with respect to payments made by such agents, dealers or underwriters.

                            DESCRIPTION OF SECURITIES

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

     CEL-SCI is authorized  to issue  600,000,000  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.

                                       32
<PAGE>


Preferred Stock
---------------

     CEL-SCI is  authorized  to issue up to 200,000  shares of preferred  stock.
CEL-SCI's Articles of Incorporation  provide that the Board of Directors has the
authority to divide the preferred  stock into series and, within the limitations
provided  by  Colorado   statute,   to  fix  by  resolution  the  voting  power,
designations,  preferences, and relative participation,  special rights, and the
qualifications,  limitations  or  restrictions  of the  shares of any  series so
established.  As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without  shareholder  approval,  the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI. As of
August 31, 2012 no shares of preferred stock were outstanding.

Warrants Held by Private Investors
----------------------------------

     See  "Comparative   Share  Data"  for  information   concerning   CEL-SCI's
outstanding options, warrants and convertible securities.

Transfer Agent
--------------

     Computershare  Trust Company,  Inc., of Denver,  Colorado,  is the transfer
agent for CEL-SCI's common stock.

                                       33
<PAGE>



                                 PLAN PROSPECTUS

                              CEL-SCI Corporation
                           8229 Boone Blvd.Suite 802
                             Vienna, Virginia 22314
                                 (703) 506-9460

                                  COMMON STOCK

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This  Prospectus   relates  to  shares  of  the  Common  Stock  of  CEL-SCI
Corporation ("the Company")  issuable pursuant to certain employee  compensation
plans adopted by the Company.  The employee  compensation  plans provide for the
issuance,  to selected  employees  of the Company and other  persons,  of either
shares of the  Company's  common  stock or  options  to  purchase  shares of the
Company's Common Stock. The employee  compensation  plans benefit the Company by
giving selected employees and other persons having a business  relationship with
the Company a greater personal interest in the success of the Company.

     Shares of Common Stock reserved under the Company's  Incentive Stock Option
Plans are offered to those  employees of the Company who hold options (or may in
the future hold options) to purchase such shares granted by the Company pursuant
to the Incentive Stock Option Plans.

     Shares of Common Stock  reserved  under the Company's  Non-Qualified  Stock
Option Plans are offered to those persons who hold options (or may in the future
hold  options) to purchase  such shares  granted by the Company  pursuant to the
Non-Qualified Stock Option Plans.

     Shares of Common Stock  reserved under the Stock Bonus Plans are offered to
those persons granted,  or may in the future be granted,  shares of Common Stock
pursuant to the Stock Bonus Plan.

     This  prospectus  also  relates  to shares of the  Company's  common  stock
issuable  pursuant  to  the  Company's  Stock   Compensation   Plan.  The  Stock
Compensation  Plan provides for the issuance of shares of the  Company's  common
stock to its officers,  directors and employees,  as well as  consultants,  that
agree to receive shares of the Company's  common stock in lieu of all or part of
the compensation owed to them by the Company.

     This document  constitutes  part of a Prospectus  covering  securities that
have been registered under the Securities Act of 1933.

                The date of this Prospectus is ___________, 2012


                                       34
<PAGE>

     The Company's Stock Option Plans,  Non-Qualified  Stock Option Plans, Stock
Bonus Plans and Stock Compensation Plan are sometimes  collectively  referred to
in this  Prospectus as "the Plans".  The terms and conditions of any stock grant
and the terms and  conditions of any options,  including the price of the shares
of Common  Stock  issuable  on the  exercise  of  options,  are  governed by the
provisions of the  respective  Plans and any particular  agreements  between the
Company and the Plan participants.

     Offers or  resales  of shares of Common  Stock  acquired  under the Plan by
"affiliates"  of the  Company  are  subject  to certain  restrictions  under the
Securities Act of l933. See "RESALE OF SHARES BY AFFILIATES".

     No  person  has been  authorized  to give any  information,  or to make any
representations,  other than those contained in this  Prospectus,  in connection
with  the  shares  offered  by this  Prospectus,  and if  given  or  made,  such
information or representations must not be relied upon. This Prospectus does not
constitute an offering in any state or  jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.

     The Company's Common Stock is traded on the NYSE MKT under the symbol CVM.

     With respect to the Company's  Plans,  the shares to which this  prospectus
relates  will be sold  from  time to time by the  Company  when  and if  options
granted pursuant to the Plans are exercised. In the case of shares issued by the
Company  pursuant to the Stock Bonus Plans, the shares will be deemed to be sold
when the shares have been granted by the Company.

                                       35
<PAGE>


                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

AVAILABLE INFORMATION...................................................   4
DOCUMENTS INCORPORATED BY REFERENCE..................................      4
GENERAL INFORMATION....................................................    5
INCENTIVE STOCK OPTION PLANS............................................   6
NON-QUALIFIED STOCK OPTION PLANS...................................        8
STOCK BONUS PLANS......................................................    9
STOCK COMPENSATION PLAN ..............................................    10
OTHER INFORMATION REGARDING THE PLANS...............................      11
ADMINISTRATION OF THE PLANS......................................         12
RESALE OF SHARES BY AFFILIATES.........................................   12
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLANS................         13
DESCRIPTION OF COMMON STOCK..........................................     13

EXHIBITS:

     Each Plan referred to in this Prospectus.


                                       36
<PAGE>


                              AVAILABLE INFORMATION
                              ---------------------

     The Company is subject to the informational  requirements of the Securities
Exchange  Act  of  l934  and  in  accordance  therewith  files  reports,   proxy
statements,  and other information with the Securities and Exchange  Commission.
Such reports, proxy statements, and other information concerning the Company can
be inspected at the Commission's  office at 100 F Street, NE,  Washington,  D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of  the  Commission,   Washington,  D.C.  20549  at  prescribed  rates.  Certain
information  concerning  the Company is also  available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov.

     All  documents  incorporated  by  reference,  as well as other  information
concerning  the Plans,  other than exhibits to such reports and  documents,  are
available,  free of charge to holders of shares or options  granted  pursuant to
the Plans,  upon written or oral request  directed to: the (Attention:  Employee
Plan Administrator),  8229 Boone Blvd., Suite 802, Vienna, Virginia 22182, (703)
506-9460.

     This  Prospectus  does  not  contain  all  information  set  forth  in  the
Registration  Statement,  of which this Prospectus is a part,  which the Company
has filed  with the  Commission  under the  Securities  Act of l933 and to which
reference  is hereby  made.  Each  statement  contained  in this  Prospectus  is
qualified in its entirety by such reference.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

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

(1)  Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

(2)  Report on Form 8-K filed on October 6, 2011.

(3)  Report on Form 8-K filed on December 6, 2011.

(4)  Report on Form 8-K filed on January 27, 2012.

(5)  Report on Form 8-K filed on February 6, 2012.

(6)  Quarterly report on Form 10-Q for the three months ended December 31, 2011.

(7)  Report on Form 8-K filed on February 13, 2012.

(8)  Preliminary Proxy Statement on Schedule 14A filed on February 17, 2012.

(9)  Definitive Proxy Statement on Schedule 14A filed on March 20, 2012.

(10) Quarterly report on Form 10-Q for the six months ended March 31, 2012.

(11) Report on Form 8-K filed on May 18, 2012.

(12) Report on Form 8-K filed on June 21, 2012.

(13) Quarterly report on Form 10-Q for the nine months ended June 30, 2012.

     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.

                                       37
<PAGE>

     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the time it is used by CEL-SCI to offer and sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into 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.

     The Company does not intend to update this  Prospectus in the future unless
and until there is a material change in the information contained herein.

                               GENERAL INFORMATION
                               -------------------

     The Company has Incentive  Stock Option Plans,  Non-Qualified  Stock Option
Plans,  Stock Bonus Plans and Stock  Compensation  Plan. In some cases the plans
described  above are  collectively  referred  to as the  "Plans".  The terms and
conditions  of any stock  issuance and the terms and  conditions of any options,
including  the price of the shares of Common  Stock  issuable on the exercise of
options,  are  governed  by the  provisions  of the  respective  Plans  and  the
agreements between the Company and the Plan participants.

      A summary of the Company's Plans follows.

     Incentive Stock Option Plans.  The Company has Incentive Stock Option Plans
which  authorize  the  issuance of shares of it's Common  Stock to persons  that
exercise  options granted pursuant to the Plans.  Only Company  employees may be
granted options pursuant to the Incentive Stock Option Plan.

     Non-Qualified  Stock  Option  Plans.  The Company has  Non-Qualified  Stock
Option  Plans which  authorize  the  issuance of shares of it's Common  Stock to
persons that  exercise  options  granted  pursuant to the Plans.  The  Company's
employees,  directors,  officers,  consultants  and  advisors are eligible to be
granted options pursuant to the Plans,  provided however that bona fide services
must be rendered by such  consultants  or advisors and such services must not be
in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction.  The option  exercise  price is  determined by the Committee on the
date the option is granted.

     Stock  Bonus  Plans.  The Company has Stock Bonus Plans which allow for the
issuance  of shares  of  Common  Stock to its  employees,  directors,  officers,
consultants  and  advisors.  However bona fide  services must be rendered by the
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

      Stock Compensation Plan. The Company's Stock Compensation Plan provides
for the issuance of shares of its common stock to its officers, directors and
employees, as well as consultants, that agree to receive shares of common stock
in lieu of all or part of the compensation owed to them by the Company.

                                       38
<PAGE>

     Summary. The following lists, as of August 31, 2012, the options and shares
granted pursuant to the Plans.  Each option represents the right to purchase one
share of the Company's Common Stock.

                                Total      Shares      Shares
                                Shares  Reserved for  Issued as     Remaining
                               Reserved  Outstanding Stock Bonus/ Options/Shares
Name of Plan                 Under Plans  Options    Compensation   Under Plans
------------                 -----------  -------    ------------   -----------

Incentive Stock Option Plans  21,100,000 10,668,275        N/A    8,945,225
Non-Qualified Stock Option
Plans                        37,760,000  26,803,813        N/A    4,888,738
Stock Bonus Plans            15,940,000         N/A  8,087,883    7,849,829
Stock Compensation Plan      13,500,000         N/A  6,386,531    7,113,469

     The following  table lists the shares and options  granted  pursuant to the
Plans as of August 31, 2012.

                                                            Stock
  Name of                          Option       Bonus    Compensation
Option Holder                     Shares (1)   Shares       Shares
-------------                     ----------   ------    ------------


Maximilian de Clara               4,083,249    675,071    2,012,878
Geert R. Kersten                 10,983,009    264,601      478,140
Patricia B. Prichep               5,802,296    198,247      236,812
Eyal Talor, Ph.D.                 5,002,719    186,224      235,783
Daniel Zimmerman, Ph.D.           1,659,000    340,228      127,458
John Cipriano                       881,000          -      120,924
Alexander G. Esterhazy            1,212,332          -      233,157
C. Richard Kinsolving, Ph.D.      1,319,000          -      233,157
Peter R. Young, Ph.D.             1,214,999          -      233,157
Other employees and consultants   5,314,484  6,423,512    2,475,065

     (1)  Represents  shares issued or issuable upon exercise of stock  options.
          The options held by CEL-SCI's  officers and directors are  exercisable
          at prices ranging from $0.16 to $1.93 per share.  Certain options were
          granted in accordance with CEL-SCI's Salary  Reduction Plan.  Pursuant
          to the Salary  Reduction  Plan, any employee of CEL-SCI was allowed to
          receive  options  (exercisable  at  market  price at time of grant) in
          exchange for a reduction in such employee's salary.

                                       39
<PAGE>

                          INCENTIVE STOCK OPTION PLANS
                          ----------------------------

Securities to be Offered and Persons Who May Participate in the Plans
---------------------------------------------------------------------

     All employees of the Company are eligible to be granted options pursuant to
the  Plans  as may be  determined  by the  Company's  Board of  Directors  which
administers the Plans.

     Options  granted  pursuant  to the Plans  terminate  at such time as may be
specified when the option is granted.

     The total fair market  value of the shares of Common Stock  (determined  at
the time of the  grant of the  option)  for which any  employee  may be  granted
options  which  are  first  exercisable  in any  calendar  year  may not  exceed
$100,000.

      In the discretion of the Board of Directors, options granted pursuant to
the Plans may include installment exercise terms for any option such that the
option becomes fully exercisable in a series of cumulating portions. The Board
of Directors may also accelerate the date upon which any option (or any part of
any option) is first exercisable. However, no option, or any portion thereof may
be exercisable until one year following the date of grant. In no event shall an
option granted to an employee then owning more than l0% of the Common Stock of
the Company be exercisable by its terms after the expiration of five years from
the date of grant, nor shall any other option granted pursuant to the Plans be
exercisable by its terms after the expiration of ten years from the date of
grant.

Purchase of Securities Pursuant to the Plans
--------------------------------------------

     The purchase price per share of common stock purchasable under an option is
determined  by the Board of  Directors  but cannot be less than the fair  market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person  owning more than 10% of the Company's
outstanding  shares).  An option may be  exercised,  in whole or in part, at any
time, or in part, from time to time, during the option period, by giving written
notice of exercise to the Board of Directors at the Company's offices specifying
the number of shares to be purchased,  such notice to be  accompanied by payment
in full of the purchase  price either by a payment of cash,  bank draft or money
order  payable  to the  Company.  At the  discretion  of the Board of  Directors
payment of the purchase price for shares of Common Stock underlying  options may
be paid through the delivery of shares of the  Company's  Common Stock having an
aggregate fair market value equal to the option price, provided such shares have
been owned by the option holder for at least one year prior to such exercise.  A
combination  of cash and  shares of Common  Stock may also be  permitted  at the
discretion  of the Board of  Directors.  No shares  shall be issued  until  full
payment has been made. An optionee  shall have the rights of a stockholder  only
with respect to shares of stock for which  certificates have been issued.  Under
no circumstances may an option be exercised after the expiration of the option.

Tax Aspects of Incentive Stock Options Granted Under the Plans
--------------------------------------------------------------

     Options  granted under the Plans will be incentive stock options within the
meaning of Section 422 of the  Internal  Revenue  Code (the  "Code") and will be
subject to the provisions of the Code. Generally, if Common Stock of the Company
is issued to an employee  pursuant to an option granted as described  below, and
if no  disqualifying  disposition of such shares is made by such employee within

                                       40
<PAGE>

one year after the  transfer of such shares to him or within two years after the
date of grant: (a) no income will be realized by the employee at the time of the
grant of the option;  (b) no income will be realized by the employee at the date
of exercise;  (c) when the employee  sells such shares,  any amount  realized in
excess of the option  price will be taxed as a  long-term  capital  gain and any
loss  sustained  will be a long-term  capital loss; and (d) no deduction will be
allowed to the  Company  for  federal  income tax  purposes.  Generally,  if any
disqualifying  disposition of such shares is made by an employee within one year
after the  transfer of such shares to him, or within two years after the date of
grant,  the  difference  between the amount paid for the shares upon exercise of
the  option and the fair  market  value of the shares on the date the option was
exercised  will be  taxed as  ordinary  income  in the  year  the  disqualifying
disposition  occurs and the Company will be allowed a deduction for such amount.
However,  if such  disqualifying  disposition  is a sale or exchange for which a
loss would have been recognized (if sustained), the amount taxed to the employee
as ordinary income (and deductible by the Company) will be limited to the excess
of the amount  realized  upon such sale or exchange over the amount paid for the
shares  where such excess is less than the amount  referred to in the  preceding
sentence.  This  limitation  does not apply to a  disposition  of the type as to
which losses (if sustained)  are not recognized as deductible  losses for income
tax  purposes,  e.g., a gift, a sale to certain  related  persons or a so-called
"wash"  sale (a sale  within  30 days  before or after  the  acquisition  of the
Company's  shares or the receipt of an option or the entering into a contract to
buy the Company's shares). If the shares are sold in a disqualifying disposition
during  such  one-year  period and the amount  realized is in excess of the fair
market value of the shares at the time of exercise, such excess will be taxed as
a long-term or short-term capital gain depending upon the holding period.

     An employee who  exercises an incentive  stock option may be subject to the
alternative  minimum tax since the  difference  between the option price and the
fair  market  value  of the  stock  on the  date of  exercise  is an item of tax
preference.  However,  no item of  preference  will  result  if a  disqualifying
disposition is made of the optioned stock.

                        NON-QUALIFIED STOCK OPTION PLANS

Securities to be Offered and Persons Who May Participate in the Plans
---------------------------------------------------------------------

     The  Company's  employees,  directors  and  officers,  and  consultants  or
advisors to the Company are eligible to be granted options pursuant to the Plans
as may be determined by the Company's Board of Directors  which  administers the
Plans,  provided  however  that  bona fide  services  must be  rendered  by such
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     Options  granted  pursuant  to the Plans  terminate  at such time as may be
specified when the option is granted.

     In the discretion of the Board of Directors options granted pursuant to the
Plans may include installment exercise terms for any option such that the option
becomes  fully  exercisable  in a series of  cumulating  portions.  The Board of
Directors may also accelerate the date upon which any option (or any part of any
option) is first exercisable.  In no event shall an option be exercisable by its
terms after the expiration of ten years from the date of grant.

                                       41
<PAGE>


Purchase of Securities Pursuant to the Plans
--------------------------------------------

     The purchase price per share of common stock purchasable under an option is
determined by the Board of Directors but cannot be less than the market price of
the Company's  Common Stock on the date the option is granted.  An option may be
exercised,  in whole or in part,  at any  time,  or in part,  from time to time,
during the option  period,  by giving written notice of exercise to the Board of
Directors  at the  Company's  offices  specifying  the  number  of  shares to be
purchased,  such  notice to be  accompanied  by payment in full of the  purchase
price  either by a payment  of cash,  bank draft or money  order  payable to the
Company.  At the  discretion  of the Board of Directors  payment of the purchase
price for shares of Common  Stock  underlying  options  may be paid  through the
delivery of shares of the Company's Common Stock having an aggregate fair market
value  equal to the option  price,  provided  such shares have been owned by the
option holder for at least one year prior to such  exercise.  A  combination  of
cash and shares of Common Stock may also be used at the  discretion of the Board
of  Directors.  No shares shall be issued  until full payment has been made.  An
optionee  shall have the rights of a stockholder  only with respect to shares of
stock for which  certificates  have been issued.  Under no circumstances  may an
option be exercised  after the expiration of the option.

Tax Aspects of Options Granted Under the Plans
----------------------------------------------

     The difference  between the option price and the market value of the shares
on the date the option is exercised is taxable as ordinary income to an Optionee
at the time of exercise and to the extent such  difference  does not  constitute
unreasonable  compensation  is deductible  by the Company at that time.  Gain or
loss on any subsequent sale of shares received through the exercise of an option
will be treated as capital gain or loss.

     Since the amount of income  realized by an  Optionee on the  exercise of an
option under the Plans  represents  compensation  for  services  provided to the
Company,  the  Company  may be  required  to  withhold  income  taxes  from  the
Optionee's  income even though the compensation is not paid in cash. To withhold
the appropriate  tax on the transfer of the shares,  the Company will (i) reduce
the number of shares issued or distributed to reflect the necessary withholding,
(ii) withhold the appropriate tax from other  compensation  due to the Optionee,
or (iii)  condition the transfer of any shares to the Optionee on the payment to
the Company of an amount equal to the taxes required to be withheld.

                                STOCK BONUS PLANS

Securities to be Offered and Persons Who May Participate in the Plans
---------------------------------------------------------------------

     Under the  Stock  Bonus  Plans,  the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company will be eligible to receive
a grant of the Company's  shares,  provided however that bona fide services must
be rendered by such  consultants  or advisors and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.  The aggregate number of shares which may be granted may not exceed
the amount  available  in the Bonus Share  Reserve.  The grant of the  Company's
shares rests entirely with the Company's Board of Directors which administer the
Plan.  It is also left to the Board of  Directors  to decide the type of vesting
and transfer restrictions which will be placed on the shares.

                                       42
<PAGE>

     Shares of Common  Stock  which may be granted  under the Stock  Bonus Plans
(the "Bonus Share Reserve") may consist,  in whole or in part, of authorized but
unissued shares or treasury shares.

Tax Aspects of Shares Granted Pursuant to the Plan
--------------------------------------------------

     Any shares of stock  transferred to any person  pursuant to the Stock Bonus
Plan will be subject to the  provisions  of Section 83 of the  Internal  Revenue
Code. Consequently, if (and so long as) the shares received remain substantially
nonvested,  the  recipient  of the shares  will not have to include the value of
these shares in gross income. The shares will remain substantially  nonvested so
long  as  they  are  subject  to  a  substantial  risk  of  forfeiture  and  are
nontransferable. A substantial risk of forfeiture exists if a person's rights in
the shares are conditioned upon the future performance of substantial  services.
Nontransferability will exist if a person is restricted from selling,  assigning
or  pledging  these  shares,  and, if transfer is  permitted,  a  transferee  is
required  to take the shares  subject  to the  substantial  risk of  forfeiture.
However,  in the year such shares become either transferable or not subject to a
substantial risk of forfeiture,  the recipient of the shares will be required to
include in gross  income for that  taxable  year the excess of the share's  fair
market  value at the time they  became  vested over the amount (if any) paid for
such shares. This amount will be taxable as ordinary compensation income.

     There is  available  an  election  through  which a person  can  choose  to
recognize  as ordinary  income in the year of transfer the excess of the share's
fair market  value at the time of  transfer  over the amount (if any) the person
paid  for  such  shares.  By  making  this  election  any  future   appreciation
(depreciation)   in  value  will  be  treated  as  appreciation   (depreciation)
attributable to a capital asset rather than as compensation  income. An election
to be valid must be made within thirty (30) days of the date on which the shares
are issued by the Company.

     The Company does not recognize income when granting or transferring  shares
to the  recipient of the shares  pursuant to the Plan.  Furthermore,  Section 83
permits the Company to take an ordinary  business  deduction equal to the amount
includible by the  recipient of the shares in the year the recipient  recognizes
the value of the shares as income.

                             STOCK COMPENSATION PLAN
                             -----------------------

Securities to be Offered and Persons Who May Participate in the Plan
--------------------------------------------------------------------

     Pursuant to this Plan, up to 13,500,000 shares of common stock are reserved
for issuance to officers,  directors  and  employees of the Company,  as well as
consultants  to the  Company  (collectively  the  "Participants")  that agree to
receive  shares  of the  Company's  common  stock  in lieu of all or part of the
compensation owed to them by the Company.

     The Plan will terminate on December 31, 2014.

Acquisition of Securities Pursuant to the Plan
----------------------------------------------

     If the  Company  is  willing  to offer  shares of its  common  stock to any
Participant  in  accordance   with  the  Plan,  the  Company  will  provide  the
Participant with an Acceptance  Form. A Participant  wanting to accept the terms
outlined in the Acceptance  Form will be required to sign the form and return it
to the Company by the date indicated on the form.

                                       43
<PAGE>

     The number of shares to be offered to each Participant will be equal to the
number  determined  by dividing the  compensation  to be  satisfied  through the
issuance of shares by the Price Per Share.  The Price Per Share will be equal to
the closing  price of the  Company's  common stock on the date prior to the date
the Acceptance  Form is delivered to the  Participant  except that a higher or a
lower price may be set by the Company's  Compensation  Committee.  However in no
case may the  Price  Per  Share be less  than  80% of the  closing  price of the
Company's  common  stock on the date  prior to the date the  Acceptance  Form is
delivered to the Participant.

     The  Company,  in its sole  discretion,  may  determine  that any  eligible
Participant  will  not,  on any or on one or  more  occasions,  be  offered  the
opportunity to receive shares of common stock pursuant to this Plan.

     The agreement of any  Participant  to accept shares of common stock in lieu
of  compensation  is subject to approval by the  Company's  board of  directors,
which approval may be refused for any reason.

     At the option of the Company,  the shares of stock issuable pursuant to the
Plan will be  restricted  securities  as that term is defined in Rule 144 of the
Securities and Exchange Commission.

Tax Aspects of Shares Received Pursuant to the Plan
---------------------------------------------------

     At the time the shares  are  issued,  the  Participant  will incur  taxable
income equal to the market price of the  Company's  common stock on the date the
Company's board of directors approves the issuance of shares to the Participant.
If the Participant is employed by the Company on the date the shares are issued,
the  Company  may require  the  Participant  to pay the  Company all  applicable
federal and state withholding taxes with respect to such income or, may withhold
such amounts from the  Participant.  If the  Participant  is not employed by the
Company on the date the shares are  issued,  the  delivery  of the shares may be
conditioned,  at the Company's  option,  upon the  Participant  tendering to the
Company an amount equal to all applicable  federal and state withholding  taxes.
Federal  withholding taxes will be based upon the then current provisions of the
Internal  Revenue Code for  withholding  taxes plus the  Participant's  share of
Social Security and Medicaid taxes.

                      OTHER INFORMATION REGARDING THE PLANS
                      -------------------------------------

     All shares to be issued  pursuant to the Plans  will,  prior to the time of
issuance, constitute authorized but unissued shares or treasury shares.

     The terms and conditions upon which a person will be permitted to assign or
hypothecate  options  or shares  received  pursuant  to any of the Plans will be
determined by the Company's  Compensation Committee which administers the Plans.
In  general,  however,  options  are  non-transferable  except upon death of the
option holder. Shares issued pursuant to the Stock Bonus Plan will generally not
be  transferable  until the person  receiving  the shares  satisfies any vesting
requirements imposed by the Committee when the shares were issued.


                                       44
<PAGE>


     Any shares issued  pursuant to the Stock Bonus Plan and any options granted
pursuant to the stock option Plans will be forfeited if the  "vesting"  schedule
established by the Committee  administering the Plan at the time of the grant is
not met. For this  purpose,  vesting  means the period during which the employee
must remain an employee of the Company or the period of time a non-employee must
provide services to the Company.  At the time an employee ceases working for the
Company  (or at the time a  non-employee  ceases  to  perform  services  for the
Company),  any  shares  or  options  not  fully  vested  will be  forfeited  and
cancelled.

     Employment  by the Company does not include a right to receive bonus shares
or options pursuant to the Plans.  Only the Board of Directors has the authority
to determine  which persons shall be issued bonus shares or granted options and,
subject to the  limitations  described  elsewhere in this  Prospectus and in the
Plans, the number of shares of Common Stock issuable as bonus shares or upon the
exercise of any options.

     The Plans are not qualified  under Section  401(a) of the Internal  Revenue
Code, nor are they subject to any provisions of the Employee  Retirement  Income
Security Act of 1974.

     The description of the federal income tax consequences as set forth in this
Prospectus is intended merely as an aid for such persons eligible to participate
in the Plans, and the Company assumes no  responsibility  in connection with the
income tax liability of any person  receiving  shares or options pursuant to the
Plans.  Persons  receiving  shares or options pursuant to the Plans are urged to
obtain competent  professional  advice  regarding the  applicability of federal,
state and local tax laws.

     As of the date of this  Prospectus,  and except  with  respect to shares or
options  which  have not yet  vested,  no terms of any Plan or any  contract  in
connection  therewith  creates  in any  person  a lien on any of the  securities
issuable by the Company pursuant to the Plans.

                           ADMINISTRATION OF THE PLANS
                           ---------------------------

     The Plans are administered by the Company's Compensation  Committee,  which
is appointed by the  Company's  Board of Directors.  All  directors  serve for a
one-year term or until their successors are elected. Any director may be removed
at any time by a  majority  vote of the  Company's  shareholders  present at any
meeting called for the purpose of removing a director.  Any vacancies  which may
occur on the Board of Directors will be filled by the remaining  Directors.  The
Board of Directors is vested with the authority to interpret  the  provisions of
the Plans and supervise the administration of the Plans. In addition,  the Board
of Directors is empowered,  to select eligible  employees of the Company to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

     The Company's  directors are elected each year at the annual  shareholder's
meeting.

                         RESALE OF SHARES BY AFFILIATES
                         ------------------------------

     Shares of Common Stock acquired pursuant to the Plans may be resold freely,
except  as may be  limited  by  agreement  between  the  Company  and  the  Plan
participant  and  except  that any  person  deemed to be an  "affiliate"  of the
Company,  within the meaning of the  Securities  Act of l933 (the "Act") and the

                                       45
<PAGE>

rules and regulations  promulgated  thereunder,  may not sell shares acquired by
virtue  of the  Plans  unless  such  shares  are  sold  by  means  of a  special
Prospectus, are otherwise registered by the Company under the Securities Act for
resale  by such  person  or an  exemption  from  registration  under  the Act is
available.  In any event,  the sale of shares by  affiliates  will be limited in
amount to the number of shares which can be sold by Rule 144. An employee who is
not an officer  or  director  of the  Company  generally  would not be deemed an
"affiliate" of the Company.

     In  addition,  the of shares or  options by  officers  and  directors  will
generally be considered a "sale" for purposes of Section l6(b) of the Securities
Exchange Act of l934.

                AMENDMENT, SUSPENSION OR TERMINATION OF PLANS
                ---------------------------------------------

     The Board of  Directors  of the Company  may at any time,  and from time to
time, amend,  terminate,  or suspend one or more of the Plans in any manner they
deem appropriate,  provided that such amendment, termination or suspension shall
not  adversely  affect rights or  obligations  with respect to shares or options
previously granted.

                           DESCRIPTION OF COMMON STOCK
                           ---------------------------

     The Common Stock issued as a stock bonus and the Common Stock issuable upon
the exercise of any options  granted  pursuant to the Plans entitles  holders to
receive such dividends,  if any, as the Board of Directors declares from time to
time;  to  cast  one  vote  per  share  on  all  matters  to be  voted  upon  by
stockholders;  and to share ratably in all assets remaining after the payment of
liabilities  in the  event of  liquidation,  dissolution  or  winding  up of the
Company.  The shares carry no preemptive  rights.  All shares  offered under the
Plans will,  upon  issuance by the Company (and against  receipt of the purchase
price in the case of options), be fully paid and non-assessable.


                                       46
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
