SCHEDULE 14A

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

Filed by the Registrant [X]

Filed by Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
    (2))
[]  Definitive Proxy Statement
[]  Definitive Additional Materials
[]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


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

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


Payment of Filing Fee (Check the appropriate box):

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

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

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

         ----------------------------------------------------------------

     2) Aggregate number of securities to which transaction applies:

         ----------------------------------------------------------------

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

         ----------------------------------------------------------------




                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD May 20, 2013

To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
CEL-SCI Corporation  ("CEL-SCI") will be held at 4820-C Seton Drive,  Baltimore,
MD 21215, on May 20, 2013 at 10:30 a.m. local time, for the following purposes:

     (1) to  elect  the  directors  who  shall  constitute  CEL-SCI's  Board  of
Directors for the ensuing year;

     (2) to approve the adoption of CEL-SCI's  2013  Non-Qualified  Stock Option
Plan which  provides that up to 20,000,000  shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified  Stock Option
Plan;

     (3) to approve the adoption of CEL-SCI's  Amended and Restated  Articles of
Incorporation.

     (4) subject to the  determination  of  CEL-SCI's  directors  that a reverse
split would be in the best  interest  of  CEL-SCI's  shareholders,  to approve a
reverse split of CEL-SCI's  common stock. A condition of the reverse stock split
is that the ratio of the reverse split will be determined by CEL-SCI's  Board of
Directors.  The Board of  Directors  may elect not to proceed with a stock split
without further action by the shareholders.

     (5) to ratify the  appointment  of BDO USA,  LLP as  CEL-SCI's  independent
registered public accounting firm for the fiscal year ending September 30, 2013;

     to transact such other business as may properly come before the meeting.

                                    1


     March 26, 2013 is the record  date for the  determination  of  shareholders
entitled to notice of and to vote at such meeting.  Shareholders are entitled to
one vote  for  each  share  held.  As of  March  26,  2013  there  were  _______
outstanding shares of CEL-SCI's common stock.

                               CEL-SCI CORPORATION


_________, 2013                        Geert R. Kersten, Chief Executive Officer


      PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
       AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET
                                 OR BY TELEPHONE

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY

                                        2


                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                                 PROXY STATEMENT


     The  accompanying  proxy is solicited by CEL-SCI's  directors for voting at
the annual  meeting of  shareholders  to be held on May 20, 2013, and at any and
all adjournments of such meeting. If the proxy is executed and returned, it will
be  voted  at  the  meeting  in  accordance  with  any  instructions,  and if no
specification  is made,  the proxy will be voted for the  proposals set forth in
the accompanying notice of the annual meeting of shareholders.  Shareholders who
execute  proxies may revoke  them at any time  before they are voted,  either by
writing to CEL-SCI at the  address  shown  above or in person at the time of the
meeting.  Additionally,  any later dated proxy will revoke a previous proxy from
the same  shareholder.  This proxy statement was posted on the CEL-SCI's website
on or about ___________.

     There  is one  class  of  capital  stock  outstanding.  Provided  a  quorum
consisting  of  one-third  of the  shares  entitled  to vote is  present  at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or  represented  by proxy is required to elect  directors.  Cumulative
voting in the election of directors is not permitted.  The adoption of the other
proposals to come before the meeting will require the approval of the holders of
a majority of CEL-SCI's outstanding shares.

     Shares of CEL-SCI's common stock  represented by properly  executed proxies
that reflect  abstentions or "broker  non-votes"  will be counted as present for
purposes of determining the presence of a quorum at the annual meeting.  "Broker
non-votes"  represent  shares  held by  brokerage  firms in  "street-name"  with
respect to which the broker has not received  instructions  from the customer or
otherwise does not have discretionary  voting authority.  Abstentions and broker
non-votes  will not be counted  as having  voted  against  the  proposals  to be
considered at the meeting.

PRINCIPAL SHAREHOLDERS

     The following table lists, as of January 18, 2013, the shareholdings of (i)
each person owning  beneficially 5% or more of CEL-SCI's  common stock (ii) each
officer who received  compensation in excess of $100,000  during  CEL-SCI's most
recent  fiscal year and (iii) all  officers  and  directors  as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
shares of common stock.

                                       3


Name and Address                   Number of Shares (1)    Percent of Class (3)
----------------                   ----------------        ----------------

Maximilian de Clara                   6,998,689                    2.2%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      10,041,991(2)                3.2%
8229 Boone Blvd.,
Suite 802
Vienna, VA  22182

Patricia B. Prichep                   3,451,113                    1.1%
8229 Boone Blvd.,
Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                     2,254,716                    0.7%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.            1,861,804                    0.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                           681,000                    0.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                1,245,489                    0.4%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.          1,421,247                   0.45%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                 1,262,757                    0.4%
5458 Beacon Hill Drive
Frisco, TX 75034

All Officers and Directors           29,218473                     8.8%
as a Group (9 persons)


     (1) Includes  shares  issuable  prior to July 31, 2013 upon the exercise of
         options or warrants granted to the following persons:

                                       4


                                          Options or Warrants Exercisable
      Name                                      Prior to July 31, 2013

      Maximilian de Clara                        6,747,555
      Geert R. Kersten                           6,583,009
      Patricia B. Prichep                        2,552,296
      Eyal Talor, Ph.D.                          1,752,719
      Daniel Zimmerman, Ph.D.                    1,459,000
      John Cipriano                                681,000
      Alexander G. Esterhazy                     1,012,332
      C. Richard Kinsolving, Ph.D.               1,119,000
      Peter R. Young, Ph.D.                      1,014,999

     (2) Amount includes  shares held in trust for the benefit of Mr.  Kersten's
         minor children. Geert R. Kersten is the stepson of Maximilian de Clara.

     (3) Amount  includes  shares  referred to in (1) above but excludes  shares
         which may be issued upon the exercise or conversion of other  options,
         warrants and other convertible securities previously issued by CEL-SCI.

ELECTION OF DIRECTORS

     Unless the proxy contains  contrary  instructions,  it is intended that the
proxies will be voted for the election of the current  directors listed below to
serve as  members of the Board of  Directors  until the next  annual  meeting of
shareholders and until their successors shall be elected and shall qualify.

     All current directors have consented to stand for re-election.  In case any
nominee  shall be  unable  or shall  fail to act as a  director  by virtue of an
unexpected occurrence, the proxies may be voted for such other person or persons
as  shall be  determined  by the  persons  acting  under  the  proxies  in their
discretion.

        Information concerning CEL-SCI's officers and directors follows:

Name                     Age    Position

Maximilian de Clara       82   Director and President
Geert R. Kersten, Esq.    54   Director, Chief Executive Officer and Treasurer
Patricia B. Prichep       61   Senior Vice President of Operations and Secretary
Dr. Eyal Talor            56   Chief Scientific Officer
Dr. Daniel H. Zimmerman   71   Senior  Vice   President  of  Research,  Cellular
Immunology
John Cipriano             70   Senior Vice President of Regulatory Affairs
Alexander G. Esterhazy    70   Director
Dr. C. Richard Kinsolving 76   Director
Dr. Peter R. Young        67   Director

                                       5


     The  directors  of CEL-SCI  serve in such  capacity  until the next  annual
meeting of  CEL-SCI's  shareholders  and until their  successors  have been duly
elected and  qualified.  The  officers  of CEL-SCI  serve at the  discretion  of
CEL-SCI's directors.

     Mr.  Maximilian  de Clara,  by virtue of his  position  as an  officer  and
director of CEL-SCI,  may be deemed to be the "parent" and  "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the SEC.

     All of  CEL-SCI's  directors  have served as  directors  for a  significant
period  of time.  Consequently,  their  long-standing  experience  with  CEL-SCI
benefits both CEL-SCI and its shareholders.

     The principal  occupations of CEL-SCI's officers and directors,  during the
past several years, are as follows:

     Maximilian  de Clara has been a Director of CEL-SCI  since its inception in
March l983,  and has been  President  of CEL-SCI  since July l983.  Prior to his
affiliation with CEL-SCI,  and since at least l978, Mr. de Clara was involved in
the management of his personal  investments and personally  funding  research in
the fields of biotechnology  and biomedicine.  Mr. de Clara attended the medical
school  of the  University  of  Munich  from  l949 to l955,  but left  before he
received a medical  degree.  During the summers of l954 and l955, he worked as a
research  assistant  at the  University  of  Istanbul  in the  field  of  cancer
research.  For his efforts and  dedication  to research and  development  in the
fight  against  cancer and AIDS,  Mr. de Clara was  awarded  the "Pour le Merit"
honorary  medal of the Austrian  Military  Order "Merito  Navale" as well as the
honor cross of the Austrian Albert Schweitzer  Society.  Based on Mr. de Clara's
background  and more than 30 years of  experience  serving as the  President  of
CEL-SCI,  CEL-SCI  believes that he has the  expertise  necessary to continue to
serve on the board of directors.

     Geert  Kersten has served in his current  leadership  role at CEL-SCI since
1995.  Mr.  Kersten has been with CEL-SCI  from the early days of its  inception
since 1987. He has been involved in the pioneering field of cancer immunotherapy
for  over  two  decades  and  has  successfully  steered  CEL-SCI  through  many
challenging  cycles in the  biotechnology  industry.  Mr.  Kersten also provides
CEL-SCI  with  significant  expertise in the fields of finance and law and has a
unique vision of how CEL-SCI's  Multikine product could  potentially  change the
way cancer is treated.  Prior to CEL-SCI,  Mr. Kersten worked at the law firm of
Finley & Kumble and worked at Source Capital, an investment banking firm located
in McLean,  VA. He is a native of Germany,  graduated from  Millfield  School in
England,  and  completed  his  studies  in the  US.  Mr.  Kersten  received  his
Undergraduate  Degree  in  Accounting  and  an  M.B.A.  from  George  Washington
University,  and a law degree (J.D.) from American University in Washington, DC.
Mr. Kersten's  experience  overseeing the financing and research and development
of CEL-SCI for over 25 years  qualifies  him to  continue to serve on  CEL-SCI's
board of directors.

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations  of  CEL-SCI,  including  human  resources  and is the  liaison  with

                                       6


CEL-SCI's independent registered public accounting firm for financial reporting.
From June 1990 to  December  1992,  Ms.  Prichep  was the Manager of Quality and
Productivity for the NASD's Management,  Systems and Support Department. She was
responsible  for the  internal  auditing and work flow  analysis of  operations.
Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for
Source  Capital,  Ltd.  She handled all  operations  and  compliance  for Source
Capital and was licensed as a securities  broker.  Ms. Prichep received her B.A.
from the University of Bridgeport in Connecticut.

     Eyal Talor,  Ph.D.  joined  CEL-SCI in October 1993.  In October 2009,  Dr.
Talor was promoted to Chief Scientific Officer. Between this promotion and March
of 1994 he was the Senior Vice President of Research and Manufacturing.  He is a
clinical  immunologist  with over 19 years of  hands-on  management  of clinical
research and drug  development for  immunotherapy  application  (pre-clinical to
Phase  III),  in  the  biopharmaceutical   industry.   His  expertise  includes;
biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing
Practices) manufacture,  Quality Control testing, and the design and building of
GMP  manufacturing  and  testing  facilities.  He served as Director of Clinical
Laboratories  (certified  by the State of Maryland)  and has  experience  in the
design of  clinical  trials  (Phase I - III) and GCP (Good  Clinical  Practices)
requirements.  He  also  has  broad  experience  in  the  different  aspects  of
biological  assay  development,  analytical  methods  validation,  raw  material
specifications,  and QC (Quality Control) tests development under FDA/GMP,  USP,
and  ICH  guidelines.   He  has  extensive  experience  in  the  preparation  of
documentation for IND and other regulatory  submissions.  His scientific area of
expertise  encompasses immune response  assessment.  He is the author of over 25
publications  and has  published  a number of reviews on immune  regulations  in
relation to clinical  immunology.  Before coming to CEL-SCI,  he was Director of
R&D and  Clinical  Development  at CBL,  Inc.,  Principal  Scientist  -  Project
Director,  and Clinical Laboratory  Director at SRA Technologies,  Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University,  Medical
Intuitions;  School of Public  Health.  He has invented  technologies  which are
covered by two US patents;  one on Multikine's  composition of matter and method
of use in cancer,  and one on a platform  Peptide  technology  (`Adapt') for the
treatment  of  autoimmune   diseases,   asthma,   allergy,  and  transplantation
rejection. He also is responsible for numerous product and process inventions as
well as a number of pending  US and PCT patent  applications.  He  received  his
Ph.D. in  Microbiology  and Immunology  from the  University of Ottawa,  Ottawa,
Ontario,  Canada,  and had  post-doctoral  training  in  clinical  and  cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct  Associate  teaching  position at the Johns Hopkins  University  Medical
Institutions.

     Daniel H. Zimmerman,  Ph.D. was CEL-SCI's Senior Vice President of Cellular
Immunology  between 1996 and December  2008 and again since  November  2009.  He
joined  CEL-SCI in January  1996 as the Vice  President  of  Research,  Cellular
Immunology.  Dr.  Zimmerman  founded  CELL-MED,  Inc. and was its president from
1987-1995.  From  1973-1987,  Dr.  Zimmerman  served  in  various  positions  at
Electronucleonics,  Inc. His positions  included:  Scientist,  Senior Scientist,
Technical  Director  and Program  Manager.  Dr Zimmerman  held various  teaching
positions  at  Montgomery  College  between  1987 and 1995.  Dr.  Zimmerman  has
invented  technologies  which are  covered by over a dozen US patents as well as
many  foreign  equivalent  patents.  He is the  author  of  over  40  scientific

                                       7


publications  in the area of immunology  and  infectious  diseases.  He has been
awarded  numerous grants from NIH and DOD. From 1969-1973,  Dr.  Zimmerman was a
Senior Staff Fellow at NIH. For the  following 25 years,  he continued on at NIH
as a guest worker. Dr. Zimmerman received a Ph.D. in Biochemistry in 1969, and a
Masters in Zoology in 1966 from the  University  of Florida as well as a B.S. in
Biology from Emory and Henry College in 1963.

     John Cipriano was  CEL-SCI's  Senior Vice  President of Regulatory  Affairs
between March 2004 and December 2008 and again since October 2009. Mr.  Cipriano
brings  to  CEL-SCI  over  30  years  of   experience   with  both  biotech  and
pharmaceutical  companies.  In addition,  he held positions at the United States
Food and Drug  Administration  (FDA) as Deputy  Director,  Division of Biologics
Investigational  New Drugs,  Office of Biologics Research and Review and was the
Deputy  Director,  IND  Branch,  Division  of  Biologics  Evaluation,  Office of
Biologics.  Mr. Cipriano  completed his B.S. in Pharmacy from the  Massachusetts
College of Pharmacy  in Boston,  Massachusetts  and his M.S.  in  Pharmaceutical
Chemistry from Purdue University in West Lafayette, Indiana.

     Alexander G.  Esterhazy has been a Director of CEL-SCI since  December 1999
and has been an independent  financial advisor since November 1997. Between July
1991 and October  1997,  Mr.  Esterhazy was a senior  partner of Corpofina  S.A.
Geneva,  a firm  engaged in  mergers,  acquisitions  and  portfolio  management.
Between January 1988 and July 1991, Mr. Esterhazy was a managing  director of DG
Bank in  Switzerland.  During  this  period Mr.  Esterhazy  was in charge of the
Geneva,  Switzerland branch of the DG Bank, founded and served as Vice President
of DG Finance  (Paris)  and was the  President  and Chief  Executive  Officer of
DG-Bourse, a securities brokerage firm. Mr. Esterhazy brings extensive financial
expertise that is valuable to CEL-SCI. His knowledge and experience with respect
to finance matters gives him the necessary  qualifications  to continue to serve
on the board of directors.

     C. Richard  Kinsolving,  Ph.D.  has been a Director of CEL-SCI  since April
2001. Since February 1999, Dr.  Kinsolving has been the Chief Executive  Officer
of BioPharmacon, a pharmaceutical development company. Between December 1992 and
February  1999, Dr.  Kinsolving was the President of Immuno-Rx,  Inc., a company
engaged  in  immuno-pharmaceutical   development.   Between  December  1991  and
September 1995, Dr. Kinsolving was President of Bestechnology, Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr.  Kinsolving  received his Ph.D. in Pharmacology  from Emory  University
(1970), his Masters degree in  Physiology/Chemistry  from Vanderbilt  University
(1962),  and his Bachelor's degree in Chemistry from Tennessee Tech.  University
(1957). Dr. Kinsolving has extensive  research and drug development  experience,
oncology expertise,  and broad scientific knowledge as well business experience.
His knowledge and experience with respect to the  biotechnology,  pharmaceutical
and healthcare  industries qualifies him to continue to serve on CEL-SCI's board
of directors, audit committee and compensation committee.

     Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr.
Young has been a senior  executive  within the  pharmaceutical  industry  in the
United  States and Canada for most of his career.  Over the last 20 years he has
primarily held positions of Chief Executive  Officer or Chief Financial  Officer
and has extensive  experience with  acquisitions  and equity  financings.  Since

                                       8


November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer,  multiple  sclerosis and hepatitis.  Since January
2003,  Dr.  Young has been the  President  and Chief  Executive  Officer  of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery  systems.  Between  1998 and 2001,  Dr.  Young was the Chief  Financial
Officer of Adams  Laboratories,  Inc.  Dr. Young  received his Ph.D.  in Organic
Chemistry from the  University of Bristol,  England  (1969),  and his Bachelor's
degree in Honors  Chemistry,  Mathematics and Economics also from the University
of Bristol,  England (1966). CEL-SCI believes Dr. Young's extensive knowledge of
the life  sciences  industry,  coupled  with his business  acumen and  financial
expertise,  gives him the qualifications and skills to serve as a director,  the
chair of the audit committee and a member of CEL-SCI's compensation committee.

     All of  CEL-SCI's  officers  devote  substantially  all of  their  time  to
CEL-SCI's business.

     CEL-SCI's  Board of Directors  does not have a "leadership  structure",  as
such, since each director is entitled to introduce  resolutions to be considered
by the  Board  and each  director  is  entitled  to one  vote on any  resolution
considered by the Board.  CEL-SCI's Chief Executive  Officer is not the Chairman
of CEL-SCI's Board of Directors.

     CEL-SCI's  Board of Directors has the ultimate  responsibility  to evaluate
and respond to risks facing CEL-SCI.  CEL-SCI's Board of Directors  fulfills its
obligations in this regard by meeting on a regular basis and communicating, when
necessary, with CEL-SCI's officers.

     Alexander G.  Esterhazy,  Dr. C. Richard  Kinsolving and Dr. Peter R. Young
are independent  directors as that term is defined in section 803 of the listing
standards of the NYSE MKT.

     CEL-SCI's  Board of  Directors  met four times during the fiscal year ended
September 30, 2012.  All of the Directors  attended  these  meetings,  either in
person or by telephone  conference  call, with the exception of Mr. de Clara who
was in  attendance  for  three of these  meetings.  In  addition,  the  Board of
Directors had a number of informal  telephonic meetings during the course of the
year.

     CEL-SCI  has  adopted a Code of Ethics  which is  applicable  to  CEL-SCI'S
principal executive,  financial,  and accounting officers and persons performing
similar functions. The Code of Ethics is available on CEL-SCI's website, located
at www.cel-sci.com.

     If a violation of this code of ethics act is discovered  or suspected,  the
Senior  Officer  must  (anonymously,  if  desired)  send a detailed  note,  with
relevant  documents,  to CEL-SCI's Audit  Committee,  c/o Dr. Peter Young,  2500
Marketplace Drive, Unit 431, Waco, TX 76711.

     For purposes of electing  directors at its annual meeting  CEL-SCI does not
have  a  nominating  committee  or a  committee  performing  similar  functions.
CEL-SCI's  Board of  Directors  does  not  believe  a  nominating  committee  is
necessary since CEL-SCI's Board of Directors is small and the Board of Directors
as a whole  performs this  function.  The nominees to the Board of Directors are
selected by a majority vote of CEL-SCI's independent directors.

                                       9


     CEL-SCI does not have any policy  regarding the  consideration  of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the Board of Directors and under Colorado law, any  shareholder can
nominate  a person  for  election  as a  director  at the  annual  shareholders'
meeting.  However,   CEL-SCI's  Board  of  Directors  will  consider  candidates
recommended  by  shareholders.  To submit a candidate for the Board of Directors
the  shareholder  should  send the name,  address  and  telephone  number of the
candidate, together with any relevant background or biographical information, to
CEL-SCI's  Chief  Executive  Officer,  at the address shown on the cover page of
this proxy statement.  The Board has not established any specific qualifications
or skills a nominee  must meet to serve as a director.  Although  the Board does
not have any process for identifying and evaluating director nominees, the Board
does not believe there would be any differences in the manner in which the Board
evaluates nominees submitted by shareholders as opposed to nominees submitted by
any other person.

     CEL-SCI does not have a policy with regard to Board member's  attendance at
annual  meetings.  All Board members,  with the exception of Maximilian de Clara
and Alexander Esterhazy,  attended the last annual shareholder's meeting held on
May 18, 2012.

     Holders  of  CEL-SCI's  common  stock can send  written  communications  to
CEL-SCI's  entire  Board  of  Directors,  or to one or more  Board  members,  by
addressing  the  communication  to "the  Board of  Directors"  or to one or more
directors,  specifying  the  director  or  directors  by name,  and  sending the
communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed
to the Board of  Directors  as whole will be  delivered  to each  Board  member.
Communications addressed to a specific director (or directors) will be delivered
to the director (or directors) specified.

     Security holder  communications sent specified Board members or not sent to
the Board of Directors as a whole are not relayed to Board members.

Executive Compensation

Compensation Discussion and Analysis

     This  Compensation   Discussion  and  Analysis  (CD&A)  outlines  CEL-SCI's
compensation philosophy, objectives and process for its executive officers. This
CD&A includes  information on how  compensation  decisions are made, the overall
objectives  of CEL-SCI's  compensation  program,  a  description  of the various
components  of  compensation  that  are  provided,  and  additional  information
pertinent to understanding CEL-SCI's executive officer compensation program.

     The Compensation  Committee  determines the compensation of CEL-SCI's Chief
Executive Officer and President and delegates to the Chief Executive Officer the
responsibility to determine the base salaries of all other officers,  other than
himself,  under the constraints of an overall  limitation on the total amount of
compensation to be paid to them.

                                       10


Compensation Philosophy

     CEL-SCI's  compensation  philosophy  extends  to all  employees,  including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's  objective is to pay fairly based upon the employee's position,
experience  and  individual  performance.  Employees  may  be  rewarded  through
additional   compensation  when  CEL-SCI  meets  or  exceeds  targeted  business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level  of  responsibility  increases,  a  greater  portion  of his or her  total
potential compensation becomes contingent upon annual performance.

     A  substantial   portion  of  an  executive's   compensation   incorporates
performance  criteria that support and reward achievement of CEL-SCI's long term
business goals.

     The  fundamental  principles  of  CEL-SCI's  compensation   philosophy  are
described below:

     o    Market-driven.  Compensation programs are structured to be competitive
          both in their design and in the total compensation that they offer.

     o    Performance-based.   Certain  officers  have  some  portion  of  their
          incentive   compensation   linked  to   CEL-SCI's   performance.   The
          application of performance  measures as well as the form of the reward
          may vary depending on the employee's position and responsibilities.

     Based on a review of its  compensation  programs,  CEL-SCI does not believe
that such  programs  encourage  any of its employees to take risks that would be
likely to have a  material  adverse  effect on  CEL-SCI.  CEL-SCI  reached  this
conclusion based on the following:

     o    The salaries  paid to employees  are  consistent  with the  employees'
          duties and responsibilities.

     o    Employees who have high impact  relative to the  expectations of their
          job duties and functions are rewarded.

     o    CEL-SCI  retains  employees who have skills  critical to its long term
          success.

Review of Executive Officer Compensation

     CEL-SCI's  current policy is that the various  elements of the compensation
package are not interrelated in that gains or losses from past equity incentives
are not factored into the determination of other compensation.  For instance, if
options  that are  granted in a previous  year have an  exercise  price which is
below the market price of CEL-SCI's  common stock,  the Committee does not take
that circumstance into consideration in determining the amount of the options or
restricted  stock to be granted  the next  year.  Similarly,  if the  options or
restricted  shares  granted in a previous year become  extremely  valuable,  the
Committee does not take that into  consideration  in determining  the options or
restricted stock to be awarded for the next year.

                                       11


     CEL-SCI does not have a policy with regard to the adjustment or recovery of
awards or payments if relevant  performance  measures  upon which they are based
are restated or otherwise  adjusted in a manner that would reduce the size of an
award or payment.

Components of Compensation--Executive Officers

     CEL-SCI's  executive  officers are compensated  through the following three
components:

     o    Base Salary

     o    Long-Term Incentives (stock options and/or grants of stock)

     o    Benefits

     These  components   provide  a  balanced  mix  of  base   compensation  and
compensation  that  is  contingent  upon  each  executive  officer's  individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable  level of security  through base salary and benefits.  CEL-SCI
wants to ensure that the  compensation  programs are  appropriately  designed to
encourage  executive  officer  retention and  motivation  to create  shareholder
value. The Compensation  Committee believes that CEL-SCI's stockholders are best
served when  CEL-SCI can attract and retain  talented  executives  by  providing
compensation packages that are competitive but fair.

     In  past  years,  base  salaries,   benefits  and  incentive   compensation
opportunities  were generally  targeted near the median of general survey market
data derived from indices covering similar biotech/pharmaceutical companies. The
companies included Achillion Pharmaceuticals,  Inc., Acura Pharmaceutical, Inc.,
Alimera Sciences,  Inc.,  Agenus Inc., ARCA biopharma (ARCA Discovery),  Cadence
Pharmaceuticals, Inc., Chelsea Therapeutics, Inc., Cortex Pharmaceuticals, Inc.,
EpiCept Corp., IGI Laboratories Inc.,  NeurogesX,  Inc.,  Orexigen  Therapeutics
Inc.,  Pharmacyclics,  Inc., SCOLR Pharma, Inc., StemCells,  Inc.,  Psychemedics
Corporation,   Nabi   Biopharmaceuticals,   NuPathe  Inc.,  POZEN,  Inc.,  Synta
Pharmaceuticals,   Sunesis  Pharmaceuticals,  CytRx  Corporation,  Novavax,  and
Ziopharm  Oncology.  CEL-SCI has not used third party  consultants to provide it
with recommendations or reports.

Base Salaries

     Base salaries  generally have been targeted to be competitive when compared
to  the  salary   levels  of  persons   holding   similar   positions  in  other
pharmaceutical companies and other publicly traded companies of comparable size.
Each executive officer's respective responsibilities,  experience, expertise and
individual performance are considered.

     A  further  consideration  in  establishing  compensation  for  the  senior
employees is their long term history with CEL-SCI.  Taken into consideration are
factors  that have  helped  CEL-SCI  survive  in times  when it was  financially
extremely weak, such as:  willingness to accept salary cuts,  willingness not to
be paid at all for extended time periods, and in general an attitude that helped
CEL-SCI survive during financially difficult times. For example,  Geert Kersten,
Maximilian  de Clara and  Patricia  Prichep  were  without  any  salary  between

                                       12


September 2008 and June 2009. Other senior members took substantial salary cuts,
all geared towards helping CEL-SCI  survive.  In all of these cases the officers
continued to work without any guarantee of payment.

Long-Term Incentives

     Stock  grants and option  grants help to align the  interests  of CEL-SCI's
employees  with those of its  shareholders.  Options  and stock  grants are made
under CEL-SCI's Stock Option,  Stock Bonus and Stock Compensation Plans. Options
are granted with exercise prices equal to the closing price of CEL-SCI's  common
stock on the day immediately  preceding the date of grant, with pro rata vesting
at the end of each of the following three years.

      CEL-SCI believes that grants of equity-based compensation:

     o    Enhance  the link  between  the  creation  of  shareholder  value  and
          long-term executive incentive compensation;

     o    Provide focus, motivation and retention incentive; and

     o    Provide competitive levels of total compensation.

     CEL-SCI's  management believes that the pricing for biotechnology stocks is
highly  inefficient  until  the time of  product  sales.  As such any long  term
compensation  tied to progress as measured by share price is not as efficient as
it should be.  However,  CEL-SCI's  Compensation  Committee has not been able to
substitute a better  measurement  and therefore  continues to believe that stock
grants  and  option  grants  best  align  the needs of the  corporation  and the
employee with those of the shareholders.

Benefits

     In addition to cash and equity  compensation  programs,  executive officers
participate  in the health  and  welfare  benefit  programs  available  to other
employees.  In a few limited  circumstances,  CEL-SCI provides other benefits to
certain executive officers, such as car allowances.

     All executive officers are eligible to participate in CEL-SCI's 401(k) plan
on the  same  basis  as its  other  employees.  CEL-SCI  matches  100%  of  each
employee's contribution up to the first 6% of his or her salary.

     The following table sets forth in summary form the compensation received by
(i) the Chief Executive and Financial  Officer of CEL-SCI and (ii) by each other
executive officer of CEL-SCI who received in excess of $100,000 during the three
fiscal years ended September 30, 2012.

                                       13


                                                                 All
                                                               Other
                                           Restric-            Annual
                                          ted Stock   Option  Compen-
Name and Princi-  Fiscal  Salary  Bonus    Awards     Awards   sation
 pal Position      Year    (1)     (2)      (3)        (4)       (5)     Total
----------------  -----  ------  -------  ------- ---------   --------  -------
                            $       $        $        $         $          $
$
Maximilian de      2012  363,000    --        --   200,863    102,591   666,454
 Clara President   2011  363,000    --        --   176,709    105,226   644,935
                   2010  363,000    --        --   107,424    102,186   572,610

Geert R. Kersten,  2012  477,924    --     14,925  332,027     56,935   881,811
Chief Executive    2011  464,005    --     14,700  207,314     57,656   743,675
and Financial      2010  454,009  220,995  11,025  128,909     55,309   870,247
Officer

Patricia B.        2012  210,133    --     12,968  156,715       6,031  385,847
Prichep Senior     2011  204,013    --     12,541   99,141       6,031  321,726
Vice Presidentof   2010  199,898    --     11,790   64,455       6,027  282,170
Operations and
Secretary

Eyal Talor, Ph.D. 2012   259,417    --      9,600  140,564       6,031  415,612
Chief Scientific  2011   251,861    --      9,600  100,362       6,031  367,854
Officer           2010   239,868    --     15,623   64,455       6,027  325,973

Daniel Zimmerman, 2012   199,058    --     12,303  115,354       6,031  332,746
 Ph.D. Senior     2011   193,260    --     11,896   98,948       6,031  310,135
Vice President    2010   165,800    --      9,233   64,455       5,027  244,515
of Research.
Cellular Immunology

John Cipriano     2012   184,236    --        --    76,515          31  260,782
Senior Vice       2011   178,870    --        --    91,815          31  270,716
President of      2010   175,952    --        --   240,711          27  416,690
Regulatory Affairs

     (1)  The dollar value of base salary (cash and non-cash) earned.

     (2)  The dollar value of bonus (cash and non-cash) earned.

     (3)  During the  periods  covered by the table,  the value of the shares of
          restricted  stock issued as  compensation  for services to the persons
          listed in the table.  In the case of all persons  listed in the table,
          the shares  were  issued as  CEL-SCI's  contribution  on behalf of the
          named  officer to  CEL-SCI's  401(k)  retirement  plan and  restricted
          shares  issued at the market price from the Stock  Compensation  Plan.
          The value of all stock awarded during the periods covered by the table
          are calculated  according to ASC  718-10-30-3  which  represented  the
          grant date fair value.

                                       14


     (4)  The fair value of all stock options granted during the periods covered
          by the table are  calculated on the grant date in accordance  with ASC
          718-10-30-3 which represented the grant date fair value

     (5)  All other compensation received that CEL-SCI could not properly report
          in any other column of the table  including  annual  contributions  or
          other allocations to vested and unvested defined  contribution  plans,
          and the dollar value of any  insurance  premiums paid by, or on behalf
          of, CEL-SCI with respect to term life insurance for the benefit of the
          named executive officer, and the full dollar value of the remainder of
          the premiums paid by, or on behalf of, CEL-SCI and car allowances paid
          by CEL-SCI.  Includes board of directors fees for Mr. de Clara and Mr.
          Kersten.

Employee Pension, Profit Sharing or Other Retirement Plans

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2012 expenses for this plan were $158,526.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2012

                                         Stock         Option
Name                 Paid in Cash    Awards (1)     Awards (2)       Total
----                 ------------    ----------     ----------   -----------

Maximilian de Clara    $ 40,000     $        -      $ 200,863     $ 240,863
Geert Kersten          $ 40,000     $        -      $ 332,027     $ 372,027
Alexander Esterhazy    $ 44,000     $        -      $  87,878     $ 131,878
C. Richard Kinsolving  $ 44,000     $        -      $  85,897     $ 129,897
Peter R. Young         $ 44,000     $        -      $  77,496     $ 121,496

     (1)  The fair value of stock issued for services.

     (2)  The fair value of options  granted  computed  in  accordance  with ASC
          718-10-30-3  on the date of grant  which  represents  their grant date
          fair value.

     Directors'  fees paid to  Maximilian  de Clara and Geert  Kersten  are also
included in the Executive Compensation table.

                                       15


Employment Contracts

Maximilian de Clara

     In April 2005, CEL-SCI entered into a three-year  employment agreement with
Maximilian de Clara, CEL-SCI's President. The employment agreement provided that
CEL-SCI would pay Mr. de Clara an annual  salary of $363,000  during the term of
the  agreement.  On September 8, 2006 Mr. de Clara's  Employment  Agreement  was
amended and  extended to April 30,  2010.  The terms of the  amendment to Mr. de
Clara's  employment  agreement are referenced in a report on Form 8-K filed with
the Securities and Exchange Commission on September 8, 2006. On August 30, 2010,
Mr. de  Clara's  employment  agreement,  as amended on  September  8, 2006,  was
extended to August 30, 2013.

     In  the  event  that  there  is a  material  reduction  in Mr.  de  Clara's
authority,  duties  or  activities,  or in the  event  there is a change  in the
control  of  CEL-SCI,  the  agreement  allows  Mr. de Clara to  resign  from his
position at CEL-SCI  and receive a lump-sum  payment  from  CEL-SCI  equal to 18
months  salary  ($544,500)  and the unvested  portion of any stock options would
vest immediately ($288,272).  For purposes of the employment agreement, a change
in the  control  of CEL-SCI  means the sale of more than 50% of the  outstanding
shares of  CEL-SCI's  common  stock,  or a change  in a  majority  of  CEL-SCI's
directors.

     The  employment  agreement  will  also  terminate  upon the death of Mr. de
Clara,  Mr. de Clara's physical or mental  disability,  the conviction of Mr. de
Clara for any crime involving fraud, moral turpitude,  or CEL-SCI's property, or
a  breach  of the  employment  agreement  by Mr.  de  Clara.  If the  employment
agreement is terminated  for any of these  reasons,  Mr. de Clara,  or his legal
representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.

Geert Kersten

     Effective  September 1, 2003, CEL-SCI entered into a three-year  employment
agreement  with Mr.  Kersten.  On September 1, 2006,  Mr.  Kersten's  employment
agreement  was  extended to  September  1, 2011.  On  September  1, 2011 CEL-SCI
extended its employment  agreement  with Mr. Kersten to August 31, 2016.  During
the term of the new employment  agreement CEL-SCI will pay Mr. Kersten an annual
salary of $464,004.  Mr. Kersten will receive at least the same salary increases
each year as do other senior  executives of CEL-SCI.  Increases beyond those, if
any, shall be made at the sole discretion of CEL-SCI's directors.

     During the  employment  term,  Mr.  Kersten will be entitled to receive any
other benefits which are provided to CEL-SCI's  executive officers or other full
time employees in accordance  with CEL-SCI's  policies and practices and subject
to Mr. Kersten's satisfaction of any applicable condition of eligibility.

     If Mr. Kersten  resigns within ninety (90) days of the occurrence of any of
the  following  events:  (i) a  relocation  (or  demand for  relocation)  of Mr.
Kersten's  place of employment to a location  more than  thirty-five  (35) miles
from his current place of employment,  (ii) a significant and material reduction

                                       16


in Mr. Kersten's  authority,  job duties or level of responsibility or (iii) the
imposition of significant and material limitations on the Mr. Kersten's autonomy
in his position, the employment agreement will be terminated.

     In the event that there is a material reduction in Mr. Kersten's authority,
duties or  activities,  or in the  event  there is a change  in the  control  of
CEL-SCI, the agreement allows Mr. Kersten to resign from his position at CEL-SCI
and  receive  a  lump-sum  payment  from  CEL-SCI  equal  to 24  months'  salary
($955,848) and the unvested  portion of any stock options would vest immediately
($823,831).  For purposes of the employment agreement a change in the control of
CEL-SCI  means:  (1) the merger of  CEL-SCI  with  another  entity if after such
merger the  shareholders  of  CEL-SCI do not own at least 50% of voting  capital
stock of the surviving  corporation;  (2) the sale of  substantially  all of the
assets  of  CEL-SCI;  (3) the  acquisition  by any  person  of more  than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent directors.

     The employment agreement will also terminate upon the death of Mr. Kersten,
Mr. Kersten's physical or mental disability, willful misconduct, an act of fraud
against CEL-SCI, or a breach of the employment agreement by Mr. Kersten.

     If the employment  agreement is terminated  for any of the  foregoing,  Mr.
Kersten,  or his  legal  representatives,  as the case may be,  will be paid the
salary provided by the employment agreement through the date of termination, any
options or bonus  shares of CEL-SCI  then held by Mr.  Kersten will become fully
vested and the expiration date of any options which would expire during the four
year period following his termination of employment will be extended to the date
which is four years after his termination of employment.

Patricia B. Prichep / Eyal Talor, Ph.D.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the
agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     If Ms.  Prichep  or Dr.  Talor  resigns  within  ninety  (90)  days  of the
occurrence  of any of the  following  events:  (i) a  relocation  (or demand for
relocation)  of  employee's   place  of  employment  to  a  location  more  than
thirty-five (35) miles from the employee's  current place of employment,  (ii) a
significant and material  reduction in the employee's  authority,  job duties or
level of  responsibility  or (iii) the  imposition of  significant  and material
limitations  on the employee's  autonomy in her or his position,  the employment
agreement will be terminated  and the employee will be paid the salary  provided

                                       17


by the employment  agreement  through the date of  termination  and the unvested
portion of any stock options held by the employee will vest immediately.

     In the event there is a change in the control of  CEL-SCI,  the  employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign  from her or his  position  at CEL-SCI  and receive a
lump-sum  payment from CEL-SCI equal to 18 months salary  ($315,200 and $389,125
respectively).  In addition,  the unvested  portion of any stock options held by
the employee will vest  immediately  ($574,657 and $574,657  respectively).  For
purposes of the employment agreements, a change in the control of CEL-SCI means:
(1) the  merger  of  CEL-SCI  with  another  entity  if after  such  merger  the
shareholders  of CEL-SCI do not own at least 50% of voting  capital stock of the
surviving  corporation;  (2) the  sale of  substantially  all of the  assets  of
CEL-SCI;  (3) the acquisition by any person of more than 50% of CEL-SCI's common
stock;  or (4) a change in a majority of CEL-SCI's  directors which has not been
approved by the incumbent directors.

     The  employment  agreements  with  Ms.  Prichep  and Dr.  Talor  will  also
terminate  upon the death of the  employee,  the  employee's  physical or mental
disability,  willful misconduct, an act of fraud against CEL-SCI, or a breach of
the  employment  agreement  by the  employee.  If the  employment  agreement  is
terminated  for  any of  these  reasons  the  employee,  or  her  or  his  legal
representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.

Compensation Committee Interlocks and Insider Participation

     CEL-SCI has a compensation committee comprised of Alexander Esterhazy,  Dr.
C.  Richard  Kinsolving  and  Dr.  Peter  Young,  all of  whom  are  independent
directors.

     During the year ended  September  30, 2012, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

Loan from Officer and Director

     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  recent  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 was 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. Subsequently,  on May 13, 2011, the Company extended the maturity date of
the note to July 6, 2015 to compensate  Mr. de Clara for agreeing to subordinate
his note to the convertible preferred shares and convertible debt as part of the
settlement  agreement.  The  number of  shares  which  will be  issued  upon any

                                       18


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.
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.

Stock Option, Bonus and Compensation Plans

     CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option, Stock
Bonus  and  Stock  Compensation  Plans.  A summary  description  of these  Plans
follows. In some cases these Plans are collectively referred to as the "Plans".

     Incentive Stock Option Plan. The Incentive Stock Option Plans authorize the
issuance of shares of CEL-SCI's  common  stock to persons who  exercise  options
granted pursuant to the Plans.  Only CEL-SCI's  employees may be granted options
pursuant to the Incentive Stock Option Plans.

     Options may not be exercised  until one year  following  the date of grant.
Options  granted to an employee then owning more than 10% of the common stock of
CEL-SCI  may not be  exercisable  by its terms after five years from the date of
grant.  Any other option granted pursuant to the Plans may not be exercisable by
its terms after ten years from the date of grant.

     The purchase price per share of common stock purchasable under an option is
determined by the Committee 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  CEL-SCI's  outstanding
shares).

     Non-Qualified  Stock Option  Plans.  The  Non-Qualified  Stock Option Plans
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 sale a
capital-raising  transaction  or promoting  CEL-SCI's  common stock.  The option
exercise price is determined by CEL-SCI's Board of Directors.

     Stock Bonus Plan.  Under the Stock Bonus Plans shares of  CEL-SCI's  common
stock may be issued to CEL-SCI's employees, directors, officers, consultants and
advisors,  provided  however  that  bona  fide  services  must  be  rendered  by
consultants  or advisors  and such  services  must not be in  connection  with a
capital-raising transaction or promoting CEL-SCI's common stock.

     Stock  Compensation  Plan.  Under the Stock  Compensation  Plan,  shares of
CEL-SCI's  common  stock  may  be  issued  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  in  payment of  salaries,  fees and other
compensation owed to these persons. However, bona fide services must be rendered

                                       19


by consultants or advisors and such services must not be in connection  with the
offer  or sale of  securities  in a  capital-raising  transaction  or  promoting
CEL-SCI's common stock.

     Other  Information  Regarding  the  Plans.  The Plans are  administered  by
CEL-SCI's  Compensation  Committee ("the Committee"),  each member of which is a
director of CEL-SCI.  The members of the  Committee  were  selected by CEL-SCI's
Board of Directors  and serve for a one-year  tenure and until their  successors
are elected.  A member of the  Committee may be removed at any time by action of
the Board of Directors.  Any vacancies  which may occur on the Committee will be
filled by the Board of Directors.  The Committee is vested with the authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Committee is empowered to select those persons 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.

     In the  discretion of the  Committee,  any option  granted  pursuant to the
Plans may include installment  exercise terms such that the option becomes fully
exercisable  in  a  series  of  cumulating  portions.  The  Committee  may  also
accelerate  the date upon which any option (or any part of any options) is first
exercisable.  Any  shares  issued  pursuant  to the  Stock  Bonus  Plan or Stock
Compensation Plan and any options granted pursuant to the Incentive Stock Option
Plan or the Non-Qualified  Stock Option Plans will be forfeited if the "vesting"
schedule established by the Committee administering the Plans 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 CEL-SCI or the period of time a non-employee
must provide  services to CEL-SCI.  At the time an employee  ceases  working for
CEL-SCI (or at the time a non-employee  ceases to perform services for CEL-SCI),
any shares or options not fully vested will be forfeited and  cancelled.  At the
discretion  of the Committee  payment for the shares of common stock  underlying
options may be paid  through the  delivery of shares of  CEL-SCI'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 Committee.

     Options  are  generally  non-transferable  except  upon death of the option
holder.  Shares issued  pursuant to the Stock Bonus Plans will  generally not be
transferable  until the  person  receiving  the  shares  satisfies  the  vesting
requirements imposed by the Committee when the shares were issued.

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

                                       20


Stock Options

     The following tables show information concerning the options granted during
the fiscal year ended September 30, 2012, to the persons named below:

                                 Options Granted

                              Grant        Options     Price Per  Expiration
    Name                      Date        Granted        Share       Date

   Maximilian de Clara      12/05/11       471,999       $0.32     12/01/16
                            05/18/12       375,000       $0.39     05/17/22

   Geert Kersten            12/05/11     1,254,400       $0.32     12/01/16
                            05/18/12       450,000       $0.39     05/17/22

   Patricia B. Prichep      12/05/11       385,200       $0.32     12/01/16
                            05/18/12       300,000       $0.39     05/17/22

   Eyal Talor, Ph.D.        12/05/11       277,733       $0.32     12/01/16
                            05/18/12       300,000       $0.39     05/17/22

   Daniel Zimmerman, Ph.D.  12/05/11       252,000       $0.32     12/01/16
                            05/18/12       225,000       $0.39     05/17/22

   John Cipriano            12/05/11        16,000       $0.32     12/01/16
                            05/18/12       225,000       $0.39     05/17/22

Options Cancelled/Expired

     The following tables show information  concerning the options  cancelled or
expired  during the fiscal year ended  September  30, 2012, to the persons named
below:

                                    Weighted        Weighted Average
                                     Average      Remaining Contractual
                            Total   Exercise
Employee                  Options     Price           Term (Years)
-------------------------------------------------------------------------

Maximilian de Clara       589,999     $1.12               1.37

Geert Kersten           1,568,000     $1.07               1.59

Patricia Prichep          481,500     $1.08               1.86

                                       21


Eyal Talor, Ph.D          347,166     $1.06               1.99

Daniel Zimmerman, Ph.D    315,000     $1.05               1.74

John Cipriano              20,000     $0.61               2.75

Options Exercised

                        Date of        Shares Acquired            Value
        Name           Exercise         On Exercise            Realized

        None

      The following lists the outstanding options held by the persons named
below:

                        Shares Underlying Unexercised
                                   Options Which are:
                        -----------------------------
                                                       Exercise     Expiration
 Name               Exercisable   Unexercisable         Price          Date
 ----               -----------   -------------     -------------  ------------

 Maximilian de Clara    50,000                           0.48       09/21/15
                       100,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       200,000                           0.62       03/04/18
                     1,436,250 (1)                       0.25       04/23/19
                       250,000                           0.38       07/20/19
                       166,667                           0.48       07/20/20
                        83,334                           0.69       04/14/21
                       471,999                           0.32       12/01/16
                       -------
                     2,958,250
                                        500,000 (2)      0.38       07/06/19
                                         83,333          0.48       07/20/20
                                        166,666          0.69       04/14/21
                                        375,000          0.39       05/17/22
                                        -------
                                      1,124,999

------------------------------------------------------------------------------

                        Shares Underlying Unexercised
                                   Options Which are:
                        -----------------------------
                                                      Exercise       Expiration
 Name               Exercisable  Unexercisable         Price           Date
 ----              -----------   -------------     -------------   -------------

 Geert R. Kersten    1,890,000                           0.22       04/01/13
                        50,000                           0.48       09/21/15
                       200,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       200,000                           0.62       03/04/18
                     1,838,609 (1)                       0.25       04/23/19
                       300,000                           0.38       07/20/19

                                       22


                        Shares Underlying Unexercised
                                   Options Which are:
                        -----------------------------
                                                      Exercise      Expiration
 Name                Exercisable   Unexercisable        Price          Date
 ----                -----------   -------------    -------------  -------------

 Geert R. Kersten
 (cont'd)              200,000                           0.48       07/20/20
                       100,000                           0.69       04/14/21
                     1,254,400                           0.32       12/01/16
                     ---------
                     6,233,009
                                   4,000,000 (2)         0.38       07/06/19
                                     100,000             0.48       07/20/20
                                     200,000             0.69       04/14/21
                                     450,000             0.39       05/17/22
                                     -------
                                   4,750,000

-------------------------------------------------------------------------------

 Patricia B. Prichep    50,000                           0.33       04/26/15
                       243,000                           0.22       04/01/13
                       337,000                           0.22       04/01/13
                        30,000                           0.48       09/21/15
                        90,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                       100,000                           0.62       03/04/18
                       717,096 (1)                       0.25       04/23/19
                       150,000                           0.38       07/20/19
                       100,000                           0.48       07/20/20
                        50,000                           0.69       04/14/21
                       385,200                           0.32       12/01/16
                       -------
                     2,352,296

                                      3,000,000 (2)      0.38       07/06/19
                                         50,000          0.48       07/20/20
                                        100,000          0.69       04/14/21
                                        300,000          0.39       05/17/22
                                        -------
                                      3,450,000

-------------------------------------------------------------------------------

 Eyal Talor, Ph.D.      50,000                           0.33       04/26/15
                       374,166                           0.22       04/01/13
                        30,000                           0.48       09/21/15
                        80,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                       100,000                           0.62       03/04/18
                       240,820 (1)                       0.25       04/23/19
                       150,000                           0.38       07/20/19
                       100,000                           0.48       07/20/20

                                       23


                        Shares Underlying Unexercised
                                   Options Which are:
                        -----------------------------
                                                        Exercise     Expiration
 Name                 Exercisable   Unexercisable        Price         Date
 ----                 -----------   -------------     ------------- -----------

 Eyal Talor, Ph.D.
 (cont'd)               50,000                           0.69       04/14/21
                       277,733                           0.32       12/01/16
                       -------
                     1,552,719
                                      3,000,000 (2)      0.38       07/06/19
                                         50,000          0.48       07/20/20
                                        100,000          0.69       04/14/21
                                        300,000          0.39       05/17/22
                                        -------
                                      3,450,000
--------------------------------------------------------------------------------


 Daniel Zimmerman,      50,000                           0.33       04/16/15
 Ph.D.                 392,000                           0.22       04/01/13
                        30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        75,000                           0.63       09/13/17
                        75,000                           0.62       03/04/18
                       200,000 (3)                       0.38       07/15/14
                       100,000                           0.48       07/20/20
                        50,000                           0.69       04/14/21
                       252,000                           0.32       12/01/16
                       -------
                     1,284,000
                                         50,000          0.48       07/20/20
                                        100,000          0.69       04/14/21
                                        225,000          0.39       05/17/22
                                        -------
                                        375,000

--------------------------------------------------------------------------------

 John Cipriano          30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        75,000                           0.63       09/13/17
                        75,000                           0.62       03/04/18
                       100,000                           1.93       09/30/19
                       100,000                           0.48       07/20/20
                        50,000                           0.69       04/14/21
                        16,000                           0.32       12/01/16
                        ------
                       506,000
                                        50,000           0.48       07/20/20
                                       100,000           0.69       04/14/21
                                       225,000           0.39       05/17/22
                                       -------
                                       375,000

                                       24


     (1)  Options awarded to employees who did not collect a salary,  or reduced
          or deferred their salary between September 15, 2008 and June 30, 2009.
          For example, Mr. de Clara, Mr. Kersten and Ms. Prichep did not collect
          any salary between September 30, 2008 and June 30, 2009.

     (2)  Long-term  performance  options: The Board of Directors has identified
          the  successful  Phase III clinical trial for Multikine to be the most
          important corporate event to create shareholder value. Therefore,  one
          third of the options can be exercised  when the first 400 patients are
          enrolled in CEL-SCI's  Phase III head and neck cancer  clinical trial.
          One third of the options  can be  exercised  when all of the  patients
          have been enrolled in the Phase III clinical  trial.  One third of the
          options can be exercised  when the Phase III trial is  completed.  The
          grant-date   fair  value  of  these  options  awarded  to  the  senior
          management of the Company amounts to $3.3 million in total.

     (3)  Options awarded to employee during the period that he was a consultant
          to CEL-SCI.

     Summary.  The following  shows certain  information as of February 28, 2013
concerning the stock options and stock bonuses  granted by CEL-SCI.  Each option
represents the right to purchase one share of CEL-SCI's common stock.

                                  Total      Shares
                                 Shares   Reserved for                Remaining
                                Reserved  Outstanding    Shares   Options/Shares
Name of Plan                  Under Plans    Options     Issued     Under Plans
------------                  ----------- -------------- ------  ---------------


Incentive Stock Option Plans  21,100,000 13,898,275         N/A     5,135,225
Non-Qualified Stock
     Option Plans (1)        57,760,000  34,573,813         N/A    16,871,573
Bonus Plans                  15,940,000         N/A   8,345,844     7,589,642
Stock Compensation Plan      13,500,000         N/A   6,886,531     6,613,469


     (1)  The 2013  Non-Qualified  Plan was adopted by  CEL-SCI's  directors  on
          December  18, 2012 and  authorizes  the  issuance of up to  20,000,000
          shares of  CEL-SCI's  common stock to persons  that  exercise  options
          granted  pursuant to the Plan.  As of February 28,  2013,  CEL-SCI had
          granted options to purchase 3,344,166 shares of its common stock under
          the 2013 Non-Qualified  Plan. Any options granted pursuant to the 2013
          Plan may not be exercised until  shareholders  approve the adoption of
          the Plan.

     Of the shares  issued  pursuant to CEL-SCI's  Stock Bonus Plans,  2,322,175
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to CEL-SCI's  Incentive and  Non-Qualified
Stock Option Plans as of September 30, 2012,  CEL-SCI's  most recent fiscal year
end. With the exception of the 2013 Non-Qualified  Stock Option Plan,  CEL-SCI's
Incentive and  Non-Qualified  Stock Option Plans have been approved by CEL-SCI's
shareholders.

                                       25


                                                        Number of Securities
                     Number                             Remaining Available
                  of Securities                         For Future Issuance
                  to be Issued    Weighted-Average      Under Equity
                  Upon Exercise   Exercise Price of     Compensation Plans,
                  of Outstanding  of Outstanding        Excluding Securities
Plan category     Options (a)          Options          Reflected  in  Column(a)
-------------     --------------  --------------------- ---------------------


Incentive Stock      10,668,275         $ 0.36              8,945,225
Option Plans

Non-Qualified Stock  26,803,813         $ 0.42              4,888,738
Option Plans

Compensation Committee

     During the year  ending  September  30,  2012  CEL-SCI  had a  Compensation
Committee which was comprised of Alexander Esterhazy,  C. Richard Kinsolving and
Peter Young. During the year ended September 30, 2012 the Compensation Committee
did not formerly meet as a separate  committee,  but rather held its meetings in
conjunction with CEL-SCI's Board of Director's meetings.

     During the year ended  September  30, 2012, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

     The following is the report of the Compensation Committee:

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock
options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable
companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

     CEL-SCI's  long-term  incentive  program  consists  exclusively of periodic
grants of stock options with an exercise price equal to the fair market value of
CEL-SCI's common stock on the date of grant. To encourage retention, the ability
to  exercise   options   granted   under  the  program  is  subject  to  vesting
restrictions. Decisions made regarding the timing and size of option grants take
into  account the  performance  of both CEL-SCI and the  employee,  "competitive
market"  practices,  and the size of the option grants made in prior years.  The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.

     In April 2005 CEL-SCI entered into a three-year  employment  agreement with
Maximilian de Clara,  CEL-SCI's President.  The April 2005 employment agreement,
which is essentially the same as Mr. de Clara's two prior employment agreements,
provides that during the employment  term CEL-SCI will pay Mr. de Clara a salary
of $363,000.

                                       26


     On September 8, 2006 Mr. de Clara's  employment  agreement  was extended to
April 30,  2010.  Mr. de Clara's  employment  agreement  continued on a month to
month basis from April 30, 2010 until August 30, 2010 when it was extended until
August 30, 2013.  In extending  Mr. de Clara's  employment  contract,  CEL-SCI's
Compensation  Committee  considered  various  factors,  including Mr. de Clara's
performance  in his area of  responsibility,  Mr. de Clara's  experience  in his
position,  and Mr. de Clara's  length of service  with the  Company.  During the
fiscal year ending September 30, 2011, the compensation paid to Mr. de Clara was
based on his employment contract.

     In August 2003, CEL-SCI entered into a three-year employment agreement with
Geert R. Kersten. The employment agreement, which is essentially the same as Mr.
Kersten's  prior  employment  agreement,  provides  that  during the term of the
agreement  CEL-SCI will pay Mr. Kersten an annual salary of $370,585.  Effective
September 1, 2006 Mr. Kersten's  employment  agreement was extended to September
1, 2011. On September 1, 2011 Mr. Kersten's employment agreement was extended to
August 31,  2016.  In  renewing  Mr.  Kersten's  employment  contract  CEL-SCI's
Compensation  Committee  considered  various  factors,  including Mr.  Kersten's
performance  in his area of  responsibility,  Mr.  Kersten's  experience  in his
position,  and Mr. Kersten's  length of service with CEL-SCI.  During the fiscal
year ending September 30, 2011, the  compensation  paid to Mr. Kersten was based
on his employment contract.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the
agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     During  the year  ending  September  30,  2012,  the  compensation  paid to
CEL-SCI's other executive officers was based on a variety of factors,  including
the  performance in the  executive's  area of  responsibility,  the  executive's
individual  performance,  the  executive's  experience  in his or her role,  the
executive's  length of service with CEL-SCI,  the  achievement of specific goals
established  for CEL-SCI and its  business,  and, in certain  instances,  to the
achievement of individual goals.

     Financial or stockholder  value  performance  comparisons  were not used to
determine the compensation of CEL-SCI' other executive  officers since CEL-SCI's
financial  performance  and  stockholder  value are  influenced to a substantial
degree by external factors and as a result comparing the compensation payable to
the other executive  officers to CEL-SCI's  financial or stock price performance
can be misleading.

                                       27


     During the year ended  September 30, 2012 CEL-SCI  granted  options for the
purchase of 1,150,000  shares of CEL-SCI's  common stock to CEL-SCI's  executive
officers. In granting the options to CEL-SCI's executive officers,  the Board of
Directors  considered  the same factors  which were used to  determine  the cash
compensation paid to such officers.

     Except as  otherwise  disclosed  in this proxy  statement,  during the year
ended  September 30, 2012,  CEL-SCI did not issue any shares of its common stock
to CEL-SCI's officers or directors in return for services provided to CEL-SCI.

     The foregoing  report has been approved by the members of the  Compensation
Committee:

                               Alexander Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

Audit Committee

     During the year ended  September  30, 2012  CEL-SCI had an Audit  Committee
comprised of Alexander  Esterhazy,  C. Richard  Kinsolving and Peter Young.  All
members of the Audit  Committee are  independent as  independence  is defined by
Section 803 of the NYSE MKT Listing  Standards.  Dr.  Peter Young  serves as the
audit  committee's  financial  expert.  The purpose of the Audit Committee is to
review and approve the  selection of  CEL-SCI's  independent  registered  public
accounting  firm  and  review  CEL-SCI's  financial  statements  with  CEL-SCI's
independent registered public accounting firm.

     During the fiscal year ended  September 30, 2012,  the Audit  Committee met
four times. All members of the Audit Committee attended these meetings, with the
exception  of  Alexander  Esterhazy  who was in  attendance  for  three of these
meetings.

     The following is the report of the Audit Committee:

     (1)  The Audit Committee reviewed and discussed CEL-SCI's audited financial
          statements  for the year  ended  September  30,  2012  with  CEL-SCI's
          management.

     (2)  The Audit Committee  discussed with CEL-SCI's  independent  registered
          public  accounting  firm  the  matters  required  to be  discussed  by
          Statement  on  Accounting  Standards  (SAS)  No.  114  "The  Auditor's
          Communication With Those Charged With Governance".

     (3)  The Audit  Committee  has  received  the written  disclosures  and the
          letter from CEL-SCI's  independent  registered  public accounting firm
          required  by  PCAOB  (Public  Company   Accounting   Oversight  Board)
          standards,  and had discussed  with CEL-SCI's  independent  registered
          public  accounting firm the independent  registered  public accounting
          firm's independence; and

                                       28


     (4)  Based on the  review  and  discussions  referred  to above,  the Audit
          Committee  recommended  to the  Board of  Directors  that the  audited
          financial  statements  be included in CEL-SCI's  Annual Report on Form
          10-K  for the year  ended  September  30,  2012  for  filing  with the
          Securities and Exchange Commission.

     (5)  During the year ended  September  30, 2012  CEL-SCI  paid BDO USA LLP,
          CEL-SCI's  independent  registered  public  accounting  firm, fees for
          professional  services  rendered  for the  audit of  CEL-SCI's  annual
          financial  statements  and the  reviews  of the  financial  statements
          included  in  CEL-SCI's  10-Q  reports  for the  fiscal  year  and all
          regulatory  filings.  The Audit Committee is of the opinion that these
          fees are consistent with maintaining its independence from CEL-SCI.

     The  foregoing  report  has  been  approved  by the  members  of the  Audit
Committee:

                             Alexander G. Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

     CEL-SCI's  Board of Directors  has adopted a written  charter for the Audit
Committee,  a copy of which was attached  CEL-SCI's proxy statement  relating to
its April 15, 2011 annual meeting of shareholders.

                         PROPOSAL TO APPROVE ADOPTION OF
                      2013 NON-QUALIFIED STOCK OPTION PLAN

     Shareholders  are being  requested  to vote to approve to the  adoption  of
CEL-SCI's 2013 Non-Qualified Stock Option Plan. CEL-SCI's  employees,  directors
and officers,  and consultants or advisors to CEL-SCI are eligible to be granted
options  pursuant  to the  2013  Non-Qualified  Plan  as may  be  determined  by
CEL-SCI's Board of Directors,  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 2013 Non-Qualified Plan was adopted by CEL-SCI's  directors on December
18, 2012 and  authorizes  the issuance of up to  20,000,000  shares of CEL-SCI's
common stock to persons that exercise  options granted  pursuant to the Plan. As
of January 18, 2013, CEL-SCI had granted options to purchase 3,344,166 shares of
common stock under the 2013 Non-Qualified  Plan. Any options granted pursuant to
the 2013 Plan may not be exercised  until  shareholders  approve the adoption of
the Plan.

     The 2013  Non-Qualified  Plan will function and be administered in the same
manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends
that the shareholders of CEL-SCI approve the adoption of the 2013  Non-Qualified
Plan.

                                       29


                    PROPOSAL TO APPROVE ADOPTION OF CEL-SCI'S
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

     CEL-SCI was  incorporated  in Colorado  in 1983.  Since its  incorporation,
CEL-SCI's  Articles of  Incorporation  have been  amended on over 20  occasions.
Although many of these amendments deal with preferences and rights pertaining to
various  series of  preferred  stock that  CEL-SCI  has sold over the past years
(none of which are presently  outstanding),  nevertheless  CEL-SCI's Articles of
Incorporation  contain many obsolete and  unnecessary  provisions.  As a result,
shareholders  are being  requested  to approve  CEL-SCI's  Amended and  Restated
Articles of Incorporation in the form attached.

                PROPOSAL TO APPROVE A REVERSE SPLIT OF CEL-SCI'S
            COMMON STOCK, SHOULD THE BOARD OF DIRECTORS BELIEVE THIS
             TO BE IN THE BEST INTERESTS OF CEL-SCI'S SHAREHOLDERS,
                       IN A RATIO THAT WILL BE DETERMINED
                        BY CEL-SCI'S BOARD OF DIRECTORS.

     Stockholders  are  being  requested  to  approve  a  reverse  split  of the
outstanding  shares  of the  Company's  common  stock  by a ratio  that  will be
determined by the Company's Board of Directors,  provided that, in any case, the
reverse  split ratio will not be greater than 10 for 1. The  Company's  Board of
Directors has not made any  determination as to whether it will actually proceed
with a reverse  split of the  Company's  common  stock;  it is only  seeking the
shareholders'  approval for such a step at this time.  The  Company's  Directors
believe that, since it is not possible to predict future market  conditions,  it
would be in the best interests of the  stockholders  to adopt a reverse split of
the  Company's  outstanding  common  stock that allows the Board of Directors to
determine  whether or not to proceed  with a stock split and if so, to determine
the ratio of the stock split.  The proposed  reverse stock split would combine a
whole number of outstanding  shares of the Company's common stock into one share
of common stock,  thus  reducing the number of  outstanding  shares  without any
corresponding  change in the  Company's  par value.  As a result,  the number of
shares of the Company's common stock owned by each stockholder  would be reduced
in the  same  proportion  as  the  reduction  in  the  total  number  of  shares
outstanding,  so that the  percentage  of the  outstanding  shares owned by each
stockholder would remain unchanged.

     The Company's Board of Directors reserves the right, even after stockholder
approval,  to forego the reverse stock split if it determines such action is not
in  the  Company's  best  interests  or the  best  interests  of  the  Company's
stockholders.  In fact,  in prior  years the  Board of  Directors  had  received
shareholder  permission to proceed with a reverse split, but elected not to move
forward with it. If the reverse split is  abandoned,  the Board of Directors may
again seek stockholder approval at a future date for a reverse stock split if it
deems a reverse  stock split to be advisable at that time.  If the reverse stock
split is adopted,  there will be no change in the number of authorized shares of
the Company's common stock. The primary reason for the reverse split stock is to
increase the trading price of the Company's common stock, by reducing the number
of the Company's  outstanding  shares,  and  increasing the number of shares the
Company can issue in the future.
                                       30


     The Board of Directors believes that the low trading price of the Company's
common stock prevents many persons from investing in the Company.  The Company's
Board of Directors  believes that the current low market price for the Company's
common stock has had a negative  effect on the  marketability  of the  Company's
outstanding shares for several reasons. First, many institutional investors have
internal policies preventing the purchase of low-priced stocks. Second, analysts
and brokers at many brokerage  firms are prohibited  from  recommending,  or are
reluctant  to  recommend,  lower-priced  stocks  to their  clients.  Third,  the
Company's  low share  price may create the  impression  that the  Company is not
credible.  Fourth,  since a broker's  commissions on low-priced stocks generally
represent  a higher  percentage  of the stock price than  commissions  on higher
priced stocks, the current low price of the Company's common stock can result in
investors paying transaction costs (commissions,  markups or markdowns) that are
a higher percentage of the total share value than would be the case if the price
of the Company's common stock was substantially higher.

     The Company's  Board of Directors  believes that  increasing  the per share
market price of the Company's common stock may encourage greater interest in the
Company and enhance the  acceptability and marketability of the Company's common
stock to the financial community and investing public. As of March 26, 2013, the
Company had ______  outstanding  shares of common stock, which is more than many
other  biotechnology  and life science  companies that are comparable in size. A
reverse  stock split would reduce the number of shares  outstanding  to a number
that is more  comparable  with those of similar  biotechnology  and life science
companies and more  appropriate  to the size and scope of the Company's  current
business.

     While the Company  expects that the reverse  stock split will  increase the
market price of its common stock,  the Company cannot guarantee that the reverse
stock split will  increase  the market  price of its common  stock by a multiple
equal to the reverse  split ratio,  or result in any  permanent  increase in the
market price, which can be dependent upon many factors,  including the Company's
business  and  financial  performance  and  prospects.  Should the market  price
decline after the reverse stock split,  the  percentage  decline may be greater,
due to the smaller number of shares  outstanding,  than it would have been prior
to the reverse stock split. In some cases the stock price of companies that have
adopted  reverse stock splits has  subsequently  declined to  pre-reverse  split
levels. Accordingly,  the Company cannot assure its shareholders that the market
price of its common stock  immediately  after the effective  date of the reverse
stock split will be maintained for any period of time, or that the reverse stock
split will not have an adverse  effect on the Company's  stock price.  A reverse
stock split is often viewed negatively by the market and, consequently, can lead
to a decrease in the Company's overall market  capitalization.  If the per share
price does not increase  proportionately as a result of the reverse stock split,
the Company's overall market capitalization will be reduced.

     The  Company's  Articles  of  Incorporation  provide  that the  Company  is
presently  authorized to issue  600,000,000  shares of common stock. The reverse
split,  if adopted,  would not change the number of shares of common stock which
the Company is  authorized to issue.  However,  a reverse split would reduce the
number of the Company's  outstanding  shares,  which would enable the Company to
issue more shares  that it would be able to issue if the  reverse  split was not
adopted.
                                      31


     Notwithstanding  that above,  as of the date of this proxy  statement,  the
Company did not have any definitive agreements,  arrangements, plans, intentions
or commitments, written or oral, with any person to sell or issue any additional
shares of its  common  stock,  whether  for cash or  otherwise,  except  for the
Company's  obligation  to issue common  stock upon the  exercise of  outstanding
options and warrants or the conversion of notes.

     Even a reverse  stock  split in the  maximum  range  (10 for 1) would  only
eliminate  75  shareholders  of record  since,  according  to the records of the
Company's transfer agent, only 75 shareholders own less than 10 shares.

     The Company would still have  approximately  1,400  shareholders  of record
after the reverse stock split and would continue to be registered  under Section
12 of the Securities Exchange Act of 1934.

     Any  fractional  shares  resulting  from the  reverse  stock  split will be
rounded to the nearest whole share.

     The Company's Board of Directors recommends that stockholders vote FOR this
proposal.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has selected BDO USA, LLP, an independent registered
public accounting firm, to audit the books and records of CEL-SCI for the fiscal
year  ending  September  30,  2013.  BDO USA  served  as  CEL-SCI's  independent
registered  public accounting firm for the fiscal year ended September 30, 2012.
A  representative  of BDO USA is  expected  to be present  at the  shareholders'
meeting.

     BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30,
2012 and 2011.  The following  table shows the aggregate  fees billed to CEL-SCI
during these years by BDO USA, LLP:
                                                 Year Ended September 30,
                                                2012                 2011
                                                ----                 ----

Audit Fees                                  $289,000             $237,835
Audit-Related Fees                                --                   --
Tax Fees                                          --                   --
All Other Fees                                    --                4,370

     Audit fees represent amounts billed for professional  services rendered for
the audit of  CEL-SCI's  annual  financial  statements,  including  the audit of
internal  control  over  financial  reporting,  the  reviews  of  the  financial
statements  included in  CEL-SCI's  10-Q  reports for the fiscal  year,  and all
regulatory  filings.  All other fees represent  amounts paid to BDO USA, LLP for
their work on an  application  for a PPACA grant applied for by CEL-SCI.  Before
BDO USA, LLP was engaged by CEL-SCI to render audit or non-audit  services,  the

                                       32


engagement  was  approved  by  CEL-SCI's  audit  committee.  CEL-SCI's  Board of
Directors is of the opinion that all fees charged by BDO USA, LLP are consistent
with BDO USA, LLP maintaining its independence from CEL-SCI.

     The board of directors  recommends that the shareholders of CEL-SCI approve
its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to
audit the books and records of CEL-SCI for the year ending September 30, 2012.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

     CEL-SCI's Annual Report on Form 10-K for the year ending September 30, 2012
will be sent to any shareholder of CEL-SCI upon request.  Requests for a copy of
this  report  should be  addressed  to the  Secretary  of CEL-SCI at the address
provided on the first page of this proxy statement.

                              SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
year ending  September  30, 2013 must be received by the Secretary of CEL-SCI no
later than January 31, 2014.

                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate  adjournment and will subject CEL-SCI to
additional expense.  CEL-SCI's annual report, including financial statements for
the 2012 fiscal year, is available on CEL-SCI's website (www.celsci.com).

     CEL-SCI's  Board of Directors  does not intend to present and does not have
reason to believe  that others  will  present any other items of business at the
annual meeting.  However, if other matters are properly presented to the meeting
for a vote,  the proxies will be voted upon such matters in accordance  with the
judgment of the persons acting under the proxies.








          Please complete, sign and return the attached proxy promptly.

                                       33

                              CEL-SCI CORPORATION

     1. The domestic entity name for the Corporation is CEL-SCI Corporation.

     2. The principal office address of the Corporation's principal office is:

        8229 Boone Blvd. #802
        Vienna, VA 22182

     3.  The  registered  agent  name is and  registered  agent  address  of the
Corporation are:

        The Corporation Company
        1675 Broadway, Suite 1200
        Denver, CO 80202

     4. The  classes  of shares  and  number of  shares of each  class  that the
Corporation is authorized to issue are as follows:

The  authorized  capital stock of the  Corporation  shall consist of 600,000,000
shares of common stock,  $0.01 par value, and 200,000 shares of preferred stock,
$0.01 par value.  The preferred stock can be issued from to time, in one or more
series, as determine by this Corporation's Board of Directors. The designations,
powers,  rights,  preferences,  qualifications,  restrictions and limitations of
each series of  preferred  stock shall be  established  from time to time by the
Corporation's Board of Directors, in accordance with Colorado law.

     5. Cumulative  voting shall not be allowed in elections of directors or for
any purpose.

     6. No  holders  of  shares of  capital  stock of the  Corporation  shall be
entitled,  as such, to any preemptive or preferential  right to subscribe to any
unissued  stock  or any  other  securities  which  the  Corporation  may  now or
hereafter be authorized to issue.

     7. The presence in person,  or by proxy, of one-third of the votes entitles
to be  cast  on any  matter  by a  voting  group  at any  shareholders'  meeting
constitutes a quorum of that voting group for action on that matter.

     8. Any action  required or permitted by the Colorado  Business  Corporation
Act to be taken at a  shareholders'  meeting may be taken without meeting if the
shareholders  holding  shares  having not less than the minimum  number of votes
that would be necessary to authorize or take such action at a meeting,  at which
all of the shares  entitled to vote thereon  were present and voted,  consent to
such action in writing.

     9.No director of the Corporation shall have liability to the Corporation or
to its stockholders or to other holders monetary damages for breach of fiduciary

                                       34


duty as a director;  provided, however, that such provisions shall not eliminate
or limit the liability of a director to the  Corporation or to its  shareholders
or other  security  holders  for  monetary  damages  for:  (i) any breach of the
director's  duty of loyalty to the  Corporation or to its  shareholders or other
security  holders;  (ii) acts or  omissions of the director not in good faith or
which involve  intentional  misconduct or a knowing violation of the law by such
director;  (iii) acts by such director as specified by Colorado Law; or (iv) any
transaction from which such director derived an improper personal benefit.

     The word "director" shall include at least the following, unless limited by
Colorado Law: an individual who is or was a director of the  Corporation  and an
individual  who,  while a director  of a  Corporation  is or was  serving at the
Corporation's  request as a director,  officer,  partner,  trustee,  employee or
agent of any  foreign  or  domestic  corporation  or of any  partnership,  joint
venture,  trust,  other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the  Corporation's  request
if his duties to the  Corporation  also impose  duties on or  otherwise  involve
services by him to the plan or to participants in or  beneficiaries of the plan.
To the extent  allowed by Colorado Law, the word  "director"  shall also include
heirs and personal representatives of all directors.

     10. This  Corporation  shall  indemnify  its officers and  directors to the
fullest extent provided by law,  including but not limited to the provisions set
forth in the Colorado Business Corporation Act, or any successor provision.

                                       35


                            CEL-SCI CORPORATION PROXY
             This Proxy is solicited by CEL-SCI's Board of Directors

The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders  to be held May 20, 2013,  10:30 a.m. local time,
at 4820-C Seton Drive,  Baltimore,  MD 21215, and hereby appoints  Maximilian de
Clara and Geert R. Kersten  with the power of  substitution,  as  Attorneys  and
Proxies  to vote all the shares of the  undersigned  at said  annual  meeting of
stockholders  and at all adjournments  thereof,  hereby ratifying and confirming
all that said Attorneys and Proxies may do or cause to be done by virtue hereof.
The  above  named  Attorneys  and  Proxies  are  instructed  to vote  all of the
undersigned's shares as follows:

The Board of Directors  recommends a vote FOR all the nominees  listed,  and FOR
Proposals 2-5.

     (1)  to elect person who shall constitute  CEL-SCI's Board of DIrectors for
          the ensuing year

     [ ] FOR all nominees listed below           [ ] WITHHOLD AUTHORITY to vote
     (except as marked as to contrary to below)  for all nominees listed below

(INSTRUCTION TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,  STRIKE A
LINE THROUGH NOMINEE'S NAME IN THE LIST BELOW)

Nominees:    Maximilian de Clara,   Geert R. Kersten,  Alexander G.  Esterhazy,
             C. Richard Kinsolving, Peter R. Young

     (2)  To approve the adoption of CEL-SCI's 2013  Non-Qualified  Stock Option
          Plan.
                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

     (3)  To approve the adoption of CEL-SCI's  Amended and Restated Articles of
          Incorporation.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

     (4)  Subject to the  determination  of CEL-SCI's  directors  that a reverse
          split would be in the best  interest  of  CEL-SCI's  shareholders,  to
          approve a reverse split of CEL-SCI's  common stock. A condition of the
          reverse  stock split ratio of the reverse  split will be determined by
          CEL-SCI's Board of Directors.  The Board of Directors may elect not to
          proceed with a stock split without further action by the shareholders.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

     (5)  To ratify the  appointment  of BDO USA, LLP as  CEL-SCI's  independent
          registered public accounting firm for the fiscal year ending September
          30, 2013.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

     To transact such other business as may properly come before the meeting.

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ALL NOMINEES TO THE BOARD OF DIRECTORS AND  ITEMS 2 THROUGH 5.

                                       Dated this _____ day of __________ 2013.



                                            --------------------------------
                                                        (Signature)


                                            --------------------------------
                                                        (Print Name)

Please sign your name exactly as it appears on your stock certificate. If shares
are held  jointly,  each holder  should  sign.  Executors,  trustees,  and other
fiduciaries should so indicate when signing.

Please Sign,  Date and Return this Proxy so that your shares may be voted at the
meeting.

           Send the proxy statement by regular mail, email, or fax to:

                               CEL-SCI Corporation
                              Attn: Gavin de Windt
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                               Phone: 703-506-9460
                                Fax: 703-506-9471
                           Email: gdewindt@cel-sci.com

                                       36


     IMPORTANT ANNUAL STOCKHOLDERS' MEETING INFORMATION -- YOUR VOTE COUNTS!


Stockholder Meeting Notice

     Important  Notice  Regarding the  Availability  of Proxy  Materials for the
     CEL-SCI Corporation Stockholder Meeting to be Held on May 20, 2013.

________________________________________________________________________________

     Under new Securities and Exchange  Commission rules, you are receiving this
     notice that the proxy  materials for the annual  stockholders'  meeting are
     available  on the  Internet.  Follow  the  instructions  below  to view the
     materials  and vote online or request a copy.  The items to be voted on and
     location  of the  annual  meeting  are on the  reverse  side.  Your vote is
     important!

     This  communication  presents only an overview of the more  complete  proxy
     materials  that are available to you on the  Internet.  We encourage you to
     access and review all of the important  information  contained in the proxy
     materials before voting.  The proxy statement,  annual report and letter to
     shareholders are available at:

                           www.envisionreports.com/CVM

    Easy Online  Access -- A Convenient  Way to View Proxy  Materials  and Vote
    When you go  online  to view  materials,  you can also vote your shares.
      Step 1:  Go  to   www.envisionreports.com/CVM  to  view  the materials.
      Step 2:  Click on Cast Your Vote or Request Materials.
      Step 3:  Follow the  instructions on the screen to log in.
      Step 4:  Make your selection as instructed on each screen to select
               delivery  preferences and vote.

When you go online,  you can also help the  environment by consenting to receive
electronic delivery of future materials.

          Obtaining  a Copy of the Proxy  Materials  - If you want to  receive a
          paper or e-mail copy of these  documents,  you must request one. There
          is no charge to you for  requesting  a copy.  Please make your request
          for a copy as instructed on the reverse side on or before ______, 2013
          to facilitate timely delivery.

                                       37


Stockholder Meeting Notice

CEL-SCI  Corporation's  Annual  Meeting of  Stockholders  will be held at 4820-C
Seton Drive, Baltimore, MD 21215, on May 20, 2013, at 10:30 a.m. local time.

Proposals to be voted on at the meeting are listed below along with the Board of
Directors' recommendations.

The Board of Directors recommends that you vote FOR the following proposals:

     1.   To elect the persons who shall constitute CEL-SCI's Board of Directors
          for the ensuing year. 01- Maximilian de Clara 02- Geert R. Kersten 03-
          Alexander G. Esterhazy 04- C. Richard Kinsolving 05- Peter R. Young

     2.   To approve the adoption of CEL-SCI's 2013  Non-Qualified  Stock Option
          Plan.

     3.   To approve  adoption of  CEL-SCI's  Amended and  Restated  Articles of
          Incorporation.

     4.   Subject to the  determination  of CEL-SCI's  directors  that a reverse
          split would be in the best  interest  of  CEL-SCI's  shareholders,  to
          approve a reverse split of CEL-SCI's  common stock. A condition of the
          reverse  stock  split is that the ratio of the  reverse  split will be
          determined by CEL-SCI's Board of Directors. The Board of Directors may
          elect not to proceed with a stock split without  further action by the
          shareholders.

     5.   To ratify the  appointment  of BDO USA, LLP as  CEL-SCI's  independent
          registered public accounting firm for the fiscal year ending September
          30, 2013.

To transact such other business as may properly come before the meeting.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE.  To vote your shares you
must vote  online or  request a paper copy of the proxy  materials  to receive a
proxy card.  If you wish to attend and vote at the  meeting,  please  bring this
notice with you.

Directions   to  attend   the   meeting   can  be  found  on  our   website   at
http://www.cel-sci.com/annual_meeting.html.

--------------------------------------------------------------------------------

     Here's how to order a copy of the proxy  materials and select a future
     delivery preference:

     Paper  copies:  Current  and future  paper  delivery  requests  can be
     submitted via the telephone, Internet or email options below.

     Email  copies:  Current and future  email  delivery  requests  must be
     submitted via the Internet following the instructions below.

     If you request an email copy of current  materials you will receive an
     email with a link to the materials.

     PLEASE NOTE:  You must use the number in the shaded bar on the reverse
     side when requesting a set of proxy materials.


          _    Internet  - Go to  www.envisionreports.com/CVM.  Click  Cast
               Your Vote or Request  Materials.  Follow the instructions to
               log in and  order  a paper  or  email  copy  of the  current
               meeting  materials and submit your  preference  for email or
               paper delivery of future meeting materials.

          _    Telephone - Call us free of charge at 1-866-641-4276 using a
               touch-tone  phone and follow the  instructions to log in and
               order a paper copy of the  materials by mail for the current
               meeting. You can also submit a preference to receive a paper
               copy for future meetings.

          _    Email - Send  email to  investorvote@computershare.com  with
               "Proxy Materials  CEL-SCI  Corporation" in the subject line.
               Include in the message your full name and address,  plus the
               number  located in the shaded bar on the reverse,  and state
               in the email that you want a paper  copy of current  meeting
               materials.  You can also state your  preference to receive a
               paper copy for future meetings.

               To facilitate timely delivery, all requests for a paper copy
               of the proxy materials must be received by _____, 2013.