The information in this preliminary  prospectus  supplement and the accompanying
prospectus, relating to an effective registration statement under the Securities
Act of 1933, as amended,  is not complete and may be changed.  This  preliminary
prospectus  supplement and the accompanying  prospectus are not an offer to sell
these  securities and we are not soliciting an offer to buy these  securities in
any jurisdiction where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED OCTOBER 20, 2014

PRELIMINARY PROSPECTUS SUPPLEMENT
To Prospectus dated July 8, 2014

                               CEL-SCI CORPORATION
                         ________ Shares of Common Stock
              Warrants to Purchase ________ Shares of Common Stock

     We are offering an aggregate of ________shares  of common stock,  $0.01 par
value per share, and warrants to purchase up to ________ shares of common stock.
Each share of common  stock is being sold at a price of $______.  For every four
shares  sold,  we will issue to investors  in this  offering  one warrant.  Each
warrant can be exercised at any time on or before October 11, 2018 at a price of
$1.25  per  share.  The  shares  of common  stock  and  warrants  will be issued
separately.

     Our common stock is currently traded on the NYSE MKT (formerly known as the
NYSE Amex) under the symbol "CVM." On October 17, 2014, the closing price of our
common  stock on the NYSE MKT was $0.8495 per share.  Our warrants are traded on
the NYSE MKT under the symbol "CVM WS." For a more detailed  description  of our
common stock and warrants,  see the section entitled "Description of Securities"
beginning on page 15 of this Prospectus Supplement.

     Investing  in our common  stock  involves a high degree of risk.  See "Risk
Factors"  beginning on page 11 of this prospectus  supplement and page 12 of the
accompanying prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  supplement or the  accompanying  prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

                           Price     Underwriting Discounts    Proceeds, Before
                         to Public    and Commissions (1)       Expenses, To Us

            Per Share       $___          $_______                $_______
            Per Warrant (2) $___          $_______                $_______
            Total           $___          $_______                $_______


(1)  The underwriters will receive  compensation in addition to the underwriting
     discount. See "Underwriting"  beginning on page 18 of this prospectus for a
     description of the compensation payable to the underwriters.

(2)  Per quarter of a warrant.

     Concurrently  with  this  offering,   pursuant  to  a  separate  prospectus
supplement and  accompanying  prospectus,  we are offering  shares of our common
stock and warrants to purchase  shares of common  stock in a  registered  direct
offering.  The securities  being offered in the registered  direct  offering are
being  offered  on the  same  terms as the  securities  we are  selling  in this
offering,  i.e.  each share of common  stock is being sold at a price of $_____.
For every four shares  sold,  we will issue to  investors  in this  offering one
warrant. Each warrant can be exercised at any time on or before October 11, 2018
at a price of $1.25 per share.  The shares of common stock and warrants  will be
issued separately.

     The  closing of this  offering is not  conditioned  upon the closing of the
concurrent  registered  direct  offering,  and  the  closing  of the  concurrent
registered direct offering is not conditioned upon the closing of this offering.
We cannot assure you that either or both of these offerings will be completed on
the terms described  herein, or at all. We reserve the right to change the terms
of the  concurrent  registered  direct  offering.  Nothing  in  this  prospectus
supplement  should be construed  as an offer to sell,  or a  solicitation  of an
offer to buy, any securities in the concurrent  registered direct offering,  and
no  part  of the  concurrent  registered  direct  offering  is  incorporated  by
reference in this prospectus supplement.

     The underwriter  expects to deliver the shares of common stock and warrants
against  payment on or before  October __, 2014,  subject to  customary  closing
conditions

                           Laidlaw & Company (UK) Ltd.
                  Prospectus supplement dated October __, 2014.

                                       1




                                TABLE OF CONTENTS

                              Prospectus Supplement

                                                                        Page

About this Prospectus Supplement                                         3

Forward-Looking Statements                                               4

Prospectus Supplement Summary                                            5

The Offering                                                            10

Risk Factors                                                            11

Use of Proceeds                                                         14

Dilution                                                                14

Description of Securities                                               15

Concurrent Registered Direct Offering                                   17

Underwriting                                                            18

Legal Matters                                                           27

Experts                                                                 27

Where You Can Find More Information                                     27

Incorporation of Documents by Reference                                 28

                                       2


                        ABOUT THIS PROSPECTUS SUPPLEMENT

     This document is in two parts. The first part is the prospectus supplement,
including the documents incorporated by reference,  which describes the specific
terms of this offering. The second part, the accompanying prospectus,  including
the  documents  incorporated  by reference,  provides more general  information.
Generally,  when we refer to this prospectus,  we are referring to both parts of
this document combined. We urge you to carefully read this prospectus supplement
and the  accompanying  prospectus,  and the  documents  incorporated  herein and
therein,  before buying any of the securities  being offered by this  prospectus
supplement.  This prospectus  supplement may add,  update or change  information
contained in the accompanying prospectus.  To the extent that any statement that
we make in this prospectus  supplement is  inconsistent  with statements made in
the accompanying  prospectus or any documents incorporated by reference therein,
the statements  made in this  prospectus  supplement will be deemed to modify or
supersede  those  made  in  the  accompanying   prospectus  and  such  documents
incorporated by reference therein.

     You should rely only on the information contained or incorporated herein by
reference in this prospectus supplement and contained or incorporated therein by
reference in the accompanying  prospectus.  We have not, and the underwriter has
not, authorized anyone to provide you with different or additional  information.
We have not authorized  anyone to give any information other than that contained
in the prospectus,  this prospectus supplement,  and any free writing prospectus
prepared  by us or on  our  behalf.  If  anyone  provides  you  with  different,
additional or  inconsistent  information,  you should not rely on it. You should
assume that the information in this prospectus  supplement and the  accompanying
prospectus  is  accurate  only as of the  date on the  front  of the  applicable
document and that any information we have  incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus  supplement or the accompanying  prospectus,
or any  sale of a  security.  Our  business,  financial  condition,  results  of
operations  and prospects  may have changed  since those dates.  You should read
this  prospectus  supplement,  the  accompanying  prospectus  and the  documents
incorporated  by reference in this  prospectus  supplement and the  accompanying
prospectus  when  making  your  investment  decision.  You should  also read and
consider the information in the documents we have referred you to in the section
of this prospectus entitled "Additional Information."

     We are offering to sell, and are seeking offers to buy, the securities only
in jurisdictions where such offers and sales are permitted.  The distribution of
this prospectus  supplement and the accompanying  prospectus and the offering of
the  securities  in certain  jurisdictions  or to certain  persons  within  such
jurisdictions  may be restricted by law.  Persons  outside the United States who
come  into  possession  of  this  prospectus  supplement  and  the  accompanying
prospectus must inform themselves about and observe any restrictions relating to
the  offering  of  the  securities  and  the  distribution  of  this  prospectus
supplement  and the  accompanying  prospectus  outside the United  States.  This
prospectus supplement and the accompanying prospectus do not constitute, and may
not be used in connection  with, an offer to sell, or a solicitation of an offer
to  buy,  any  securities   offered  by  this  prospectus   supplement  and  the
accompanying  prospectus  by any  person  in any  jurisdiction  in  which  it is
unlawful for such person to make such an offer or solicitation.

                                       3


     This  prospectus   supplement,   the  accompanying   prospectus,   and  the
information incorporated herein and therein by reference may include trademarks,
service marks and trade names owned by us or other  companies.  All  trademarks,
service marks and trade names  included or  incorporated  by reference into this
prospectus  supplement or the accompanying  prospectus are the property of their
respective owners.

     In this  prospectus,  unless  otherwise  specified or the context  requires
otherwise,  we use the terms  "CEL-SCI," the "Company,"  "we," "us" and "our" to
refer to CEL-SCI Corporation. Our fiscal year ends on September 30.

                           FORWARD-LOOKING STATEMENTS

     This prospectus supplement,  the accompanying  prospectus and the documents
incorporated by reference herein and therein contain forward-looking statements.
These  statements  relate to future events and involve known and unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements.

     Factors  that might affect our  forward-looking  statements  include  those
disclosed in this prospectus and the accompanying prospectus.

     In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would,"  "expects,"  "plans,"  "anticipates,"
"believes,"   "estimates,"   "projects,"  "predicts,"  "potential"  and  similar
expressions intended to identify  forward-looking  statements.  These statements
reflect  our  current  views  with  respect  to future  events  and are based on
assumptions and subject to risks and uncertainties.  Given these  uncertainties,
you should not place undue  reliance  on these  forward-looking  statements.  We
discuss many of these risks in greater  detail under the heading "Risk  Factors"
herein and in the  documents  incorporated  by  reference  herein.  Also,  these
forward-looking  statements  represent our estimates and assumptions  only as of
the date of the document containing the applicable statement.

     Unless  required by law, we undertake no obligation to update or revise any
forward-looking  statements  to  reflect  new  information  or future  events or
developments.  Thus, you should not assume that our silence over time means that
actual  events are bearing out as expressed  or implied in such  forward-looking
statements.  Before  deciding to purchase our securities,  you should  carefully
consider the risk factors  incorporated  by reference and set forth  herein,  in
addition to the other information set forth in this prospectus  supplement,  the
accompanying  prospectus and in the documents  incorporated by reference  herein
and therein.

                                       4


                          PROSPECTUS SUPPLEMENT SUMMARY

     This summary  highlights  certain  information  about us, this offering and
information   appearing  elsewhere  in  this  prospectus   supplement,   in  the
accompanying  prospectus and in the documents we incorporate by reference.  This
summary is not  complete  and does not contain all of the  information  that you
should consider before  investing in our  securities.  To fully  understand this
offering and its  consequences  to you,  you should read this entire  prospectus
supplement and the accompanying prospectus carefully,  including the information
referred to under the heading "Risk Factors" in the accompanying  prospectus and
set forth herein, the financial statements and other information incorporated by
reference in this  prospectus  supplement and the  accompanying  prospectus when
making an investment decision.

                            About CEL-SCI Corporation

     We were formed as a Colorado  corporation in 1983. Our principal  office is
located at 8229 Boone  Boulevard,  Suite 802,  Vienna,  VA 22182.  Our telephone
number is  703-506-9460  and our web site is  www.cel-sci.com.  The  information
contained  in,  and that  which can be  accessed  through,  our  website  is not
incorporated into and does not form a part of this prospectus supplement.

     Our business consists of the following:

     1)   Multikine(R)   (Leukocyte  Interleukin,   Injection)   investigational
          immunotherapy against cancer and Human Papilloma Virus (HPV);

     2)   LEAPS technology,  with two investigational  therapies,  LEAPS-H1N1-DC
          pandemic flu  treatment  for  hospitalized  patients and  CEL-2000,  a
          rheumatoid arthritis treatment vaccine.

MULTIKINE

     Our lead investigational  therapy,  Multikine, is currently being developed
as a potential  therapeutic agent directed at using the immune system to produce
an anti-tumor  immune  response.  Data from Phase I and Phase II clinical trials
suggest that  Multikine  simulates the activities of a healthy  person's  immune
system, enabling it to use the body's own anti-tumor immune response.  Multikine
(Leukocyte  Interleukin,  Injection)  is the full  name of this  investigational
therapy, which, for simplicity, is referred to in the remainder of this document
as  Multikine.  Multikine  is the  trademark  that we have  registered  for this
investigational  therapy,  and this proprietary name is subject to U.S. Food and
Drug  Administration  or FDA review in  connection  with our future  anticipated
regulatory submission for approval.  Multikine has not been licensed or approved
for sale, barter or exchange by the FDA or any other regulatory agency.  Neither
has its safety or efficacy been established for any use.

     Multikine has been cleared by the regulators in seventeen  countries around
the world,  including the FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients. This trial is currently
under the management of two new clinical research  organizations  (CROs) who are
adding  60-80  clinical  centers in existing  and new  countries to increase the
speed of patient  enrollment.  At the end of September 2014,  approximately  270
patients have been enrolled in the study.

                                       5


     This  Phase III trial will test the  hypothesis  that  Multikine  treatment
administered  prior to the  current  standard  therapy  for head and neck cancer
patients  (surgical  resection of the tumor and involved lymph nodes followed by
radiotherapy  or  radiotherapy  and  concurrent  chemotherapy)  will  extend the
overall survival,  enhance the local/regional  control of the disease and reduce
the rate of disease  progression  in patients  with  advanced oral squamous cell
carcinoma.

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

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

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

     In October 2012,  and again in November  2013, in an interim  review of the
safety data from the Phase III study, an Independent  Data Monitoring  Committee
(IDMC) raised no safety concerns. The IDMC also indicated that no safety signals
were found that would call into  question the  benefit/risk  of  continuing  the
study.  CEL-SCI  considers the results of the IDMC review to be important  since
studies  have  shown  that up to 30% of Phase  III  trials  fail  due to  safety
considerations  and the IDMC's  safety  findings  from this interim  review were
similar to those reported by  investigators  during CEL-SCI's Phase I-II trials.
Ultimately,  the  decision as to whether a drug is safe is made by the FDA based
on an assessment of all of the data from a trial.

     On  October  7,  2013,   CEL-SCI  announced  a  Cooperative   Research  and
Development Agreement with the U.S. Naval Medical Center, San Diego. Pursuant to
this   agreement,   the  Naval  Medical   Center  will  conduct  Human  Subjects
Institutional  Review Board approved Phase I study of CEL-SCI's  investigational
immunotherapy,  Multikine,  in HIV/HPV  co-infected men and women with peri-anal
warts. Anal and genital warts are commonly  associated with HPV, the most common
sexually  transmitted  disease. Men and women with a history of anogenital warts
have a 30 fold  increased  risk of anal cancer.  Persistent HPV infection in the
anal region is thought to be responsible for up to 80% of anal cancers. HPV is a
significant  health problem in the HIV infected  population as  individuals  are
living longer as a result of greatly improved HIV medications.

                                       6


     The purpose of this study is to evaluate the safety and clinical  impact of
Multikine  as a  treatment  of  peri-anal  warts and  assess  its effect on anal
intraepithelial dysplasia (AIN) in HIV/HPV co-infected men and women.

     CEL-SCI will  contribute the  investigational  study drug  Multikine,  will
retain all rights to any currently owned technology,  and will have the right to
exclusively license any new technology developed from the collaboration.

     Multikine is being given to the HIV/HPV co-infected patients with peri-anal
warts since  promising early results were seen in another  Institutional  Review
Board approved  Multikine Phase I study conducted at the University of Maryland.
In  this  study,   investigational   therapy  Multikine  was  given  to  HIV/HPV
co-infected women with cervical  dysplasia  resulting in visual and histological
evidence of clearance of lesions.  Furthermore,  elimination  of a number of HPV
strains was determined by in situ  polymerase  chain reaction (PCR) performed on
tissue biopsy collected before and after Multikine treatment. As reported by the
investigators  in the  earlier  study,  the study  volunteers  all  appeared  to
tolerate the treatment with no reported serious adverse events.

     In October 2013,  CEL-SCI entered into a co-development  and profit sharing
agreement with Ergomed for Multikine in HIV/HPV  co-infected  men and women with
peri-anal warts.  This agreement will initially be in support of the development
with  the US  Navy.  Ergomed  will  assume  up to $3  million  in  clinical  and
regulatory costs.

     Also in October  2013,  CEL-SCI  entered into a  co-development  and profit
sharing  agreement with Ergomed for Multikine in HIV/HPV  co-infected women with
cervical  dysplasia.  HPV is a  significant  health  problem in the HIV infected
population as individuals are living longer as a result of greatly  improved HIV
medications.  People  living with HIV and others with  compromised  immunity are
more at risk for HPV-related complications. Persistent HPV infection can also be
a precursor to cervical cancer. Ergomed will assume up to $3 million in clinical
and regulatory costs.

     The treatment regimen for the study of up to 15 HIV/HPV co-infected patient
volunteers with peri-anal warts to be conducted by the U.S. Naval Medical Center
will be identical to the regimen that was used in the earlier Multikine cervical
study in HIV/HPV co-infected patients.

     CEL-SCI's focus in HPV is not the  development of an antiviral  against HPV
in the general population.  Instead it is the development of an immunotherapy to
be used in patients who are immune  suppressed  by diseases  such as HIV and are
therefore  less able or unable to control HPV and its resultant  diseases.  This
group of patients has no good treatments available to them and there are, to the
Company's knowledge, no competitors at the current time. HPV is also relevant to
the head and neck  cancer  Phase III study  since it is now known  that HPV is a
cause of head and neck  cancer.  Multikine  was shown to kill HPV in an  earlier
study of HIV infected women with cervical dysplasia.

                                       7


LEAPS

     CEL-SCI's patented T-cell Modulation Process,  referred to as LEAPS (Ligand
Epitope Antigen Presentation System), uses "heteroconjugates" to direct the body
to choose a specific immune  response.  LEAPS is designed to stimulate the human
immune  system  to  more  effectively  fight  bacterial,   viral  and  parasitic
infections  as well as  autoimmune,  allergies,  transplantation  rejection  and
cancer,  when it cannot do so on its own.  Administered  like a  vaccine,  LEAPS
combines T-cell binding ligands with small, disease associated, peptide antigens
and may provide a new method to treat and prevent certain diseases.

     The ability to generate a specific  immune  response is  important  because
many diseases are often not combated  effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective  approach than existing  vaccines and
drugs in attacking an underlying disease.

     Using the LEAPS  technology,  we have created a potential peptide treatment
for H1N1 (swine flu) hospitalized patients. This LEAPS flu treatment is designed
to focus on the  conserved,  non-changing  epitopes of the different  strains of
Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine",  "avian or
bird", and "Spanish Influenza", in order to minimize the chance of viral "escape
by  mutations"  from  immune  recognition.  Therefore  one should  think of this
treatment  not really as an H1N1  treatment,  but as a pandemic  flu  treatment.
CEL-SCI's  LEAPS flu treatment  contains  epitopes  known to be associated  with
immune protection against influenza in animal models.

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

     In  July  2013,  CEL-SCI  announced  the  publication  of  the  results  of
additional  influenza  studies by  researchers  from the NIAID in the Journal of
Clinical Investigation (www.jci.org/articles/view/67550).  The studies described
in the publication show that when CEL-SCI's  investigational  J-LEAPS  Influenza
Virus  treatments were used "in vitro" to activate immune cells called dendritic
cells (DCs),  these  activated  dendritic  cells,  when injected into  influenza
infected mice,  arrested the progression of lethal  influenza virus infection in
these mice. The work was performed in the laboratory of Dr. Subbarao.

     With our LEAPS  technology,  we have also  developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid  arthritis using the CEL-2000 treatment vaccine  demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer  administrations
than those required by other  anti-rheumatoid  arthritis  treatments,  including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is

                                       8


calculated  to be  significantly  less  expensive  and may be useful in patients
unable to  tolerate  or who may not be  responsive  to  existing  anti-arthritis
therapies.

     In July  2014,  CEL-SCI  was  awarded a Phase I Small  Business  Innovation
Research  (SBIR) grant in the amount of $225,000 from the National  Institute of
Arthritis Muscoskeletal and Skin Diseases (NIAMS), which is part of the National
Institutes  of Health  (NIH).  The grant will fund the  further  development  of
CEL-2000 and the work will be conducted in collaboration with scientists at Rush
University Medical Center in Chicago, Illinois.

Concurrent Registered Direct Offering

     Concurrently  with  this  offering,   pursuant  to  a  separate  prospectus
supplement and  accompanying  prospectus,  we are offering  shares of our common
stock and warrants in a  registered  direct  offering,  which we refer to as the
"registered  direct  offering." The  securities  being offered in the registered
direct  offering are being  offered on the same terms as the  securities  we are
selling in this  offering,  i.e.  each share of common  stock is being sold at a
price of $_____.  For every four shares sold,  we will issue to investors in the
registered  direct  offering one  warrant.  Each warrant can be exercised at any
time on or before October 11, 2018 at a price of $1.25 per share.  The shares of
common stock and warrants will be issued separately.

     The  closing of this  offering is not  conditioned  upon the closing of the
concurrent  registered  direct  offering,  and  the  closing  of the  concurrent
registered direct offering is not conditioned upon the closing of this offering.
We cannot assure you that either or both of the offerings will be completed. The
foregoing  description  and other  information  regarding the registered  direct
offering is included herein solely for informational  purposes.  Nothing in this
prospectus supplement should be construed as an offer to sell, or a solicitation
of an offer to buy, any common stock in the registered  direct offering,  and no
part of the  registered  direct  offering is  incorporated  by reference in this
prospectus supplement.

                                       9



                               CEL-SCI CORPORATION

                                  THE OFFERING


Common stock we are offering             _________ shares

Common stock to be outstanding           _________ shares
immediately after this offering
(assuming all shares offered are sold)

Warrants we are offering              We are offering warrants to purchase up to
                                      _______ shares of common stock that will
                                      be  exercisable  during the period
                                      commencing on the date of original
                                      issuance and ending on October 11, 2018 at
                                      an exercise price of $1.25 per share,
                                      subject to adjustment. This prospectus
                                      supplement also relates to the offering of
                                      the shares of common stock issuable upon
                                      exercise of the warrants. Our warrants
                                      trade on the     NYSE MKT under the symbol
                                      "CVM WS."

Concurrent registered direct
 offering                             Concurrently with this offering, pursuant
                                      to a separate prospectus supplement and
                                      accompanying prospectus, we are offering
                                      shares of our common stock and warrants
                                      to purchase shares of common stock from
                                      us, on the same terms and conditions, in a
                                      registered direct offering. See
                                      "Concurrent Registered Direct Offering" in
                                      this prospectus supplement.

                                      This offering is not contingent upon the
                                      concurrent registered direct offering, and
                                      the concurrent registered direct offering
                                      is not contingent upon this offering. We
                                      cannot assure you that either or both of
                                      these offerings will be completed on the
                                      terms described herein, or at all. We
                                      reserve the right to change the terms of
                                      the concurrent registered direct offering.
                                      Nothing in this prospectus supplement
                                      should be construed as an offer to sell,
                                      or a solicitation of an offer to buy, any
                                      securities in the concurrent registered
                                      direct offering, and no part of the
                                      concurrent registered direct offering is
                                      incorporated by reference in this
                                      prospectus supplement.

Use of proceeds                       We estimate that our net proceeds from
                                      this offering will be approximately $_____
                                      after deducting underwriting discounts and
                                      commissions and estimated offering
                                      expenses.

                                      We intend to use the net proceeds from
                                      this offering primarily for our Phase III
                                      clinical trial, other research and
                                      development, and general and
                                      administrative expenses.

Dividend policy                       We have not declared or paid any
                                      cash or other dividends on our common

                                       10



                                      stock, and do not expect to declare or pay
                                      any cash or other dividends in the
                                      foreseeable future.

Risk factors                          You  should  carefully  read and  consider
                                      the  information  beginning  on page 11 of
                                      this prospectus  supplement and page 12 of
                                      the  accompanying   prospectus  set  forth
                                      under the headings  "Risk Factors" and all
                                      other   information   set  forth  in  this
                                      prospectus  supplement,  the  accompanying
                                      prospectus,      and     the     documents
                                      incorporated   herein   and   therein   by
                                      reference  before  deciding  to  invest in
                                      our common stock.
Trading symbols:

       Common Stock - NYSE MKT        CVM
       Warrants - NYSE MKT            CVM WS

     Unless we indicate otherwise,  the number of shares to be outstanding after
this offering is based on 81,902,471  shares of our common stock  outstanding as
of the  date  of  this  prospectus  (without  giving  effect  to the  concurrent
registered direct offering),  but excludes approximately 40,677,000 shares which
may be issued upon the  exercise  of  outstanding  options  and  warrants or the
conversion of a note. All common stock price per share, stock option and warrant
exercise  price data reflects a 1-for-10  reverse stock split of our  authorized
and issued and  outstanding  shares of common stock,  options and warrants which
was  effective  as of  September  25,  2013.  Unless  otherwise  indicated,  the
information in this prospectus  supplement assumes that the underwriter will not
exercise their over-allotment option.

                                  RISK FACTORS

     Investing  in our  common  stock  involves  significant  risks.  You should
carefully  consider the "Risk Factors" included and incorporated by reference in
the accompanying prospectus, this prospectus supplement and any other applicable
prospectus supplement, including the risk factors incorporated by reference from
our most recent Annual  Report on Form 10-K for the fiscal year ended  September
30, 2013,  filed with the SEC on December 27, 2013,  as updated by our Quarterly
Reports on Form 10-Q and our other filings with the SEC,  filed after the Annual
Report.  The risks and  uncertainties  we described are not the only ones facing
us.  Additional  risks  not  presently  known to us, or that we  currently  deem
immaterial,  may also impair our business operations. If any of these risks were
to occur,  our business,  financial  condition,  or result of  operations  would
likely  suffer.  In that  event,  the  trading  price of our common  stock would
decline, and you could lose all or part of your investment.

                         Risks related to this Offering

Management  will have broad  discretion  as to the use of the  proceeds  of this
offering and the concurrent registered direct offering.

     We  currently  intend to use the net  proceeds  from this  offering and the
concurrent  registered  direct offering for our Phase III clinical trial,  other
research and development,  and general and administrative  expenses. See "Use of
Proceeds" on page 14. We have not  designated the amount of net proceeds we will
receive from this offering and the concurrent registered direct offering for any
particular purpose. Accordingly, our management will have broad discretion as to

                                       11


the application of these net proceeds and could use them for purposes other than
those  contemplated  at the time of this offering and the concurrent  registered
direct  offering.  You will be relying on the  judgment of our  management  with
regard to the use of these net proceeds,  and you will not have the opportunity,
as part of your  investment  decision,  to assess  whether the net  proceeds are
being used appropriately.  It is possible that the net proceeds will be invested
in a way that does not yield a favorable,  or any, return for us. The failure of
our  management  to use such funds  effectively  could  have a material  adverse
effect on our business, financial condition, operating results and cash flow.

You will experience immediate and substantial dilution.

     Since  the  offering  price  of the  securities  offered  pursuant  to this
prospectus  supplement  and the  accompanying  prospectus is higher than the net
tangible book value per share of our common stock,  you will suffer  substantial
dilution in the net tangible book value of the common stock you purchase in this
offering.  After  giving  effect to the sale of ____ shares of common  stock and
_____  warrants to purchase  shares of common stock in this offering at a public
offering price of $____ per share,  and after deducting  estimated  underwriting
discounts and commissions  and estimated  offering  expenses  payable by us, and
attributing  no  value  to the  warrants,  if you  purchase  securities  in this
offering,  you will suffer  immediate and substantial  dilution of approximately
$___ per share in the net  tangible  book value of the common stock you acquire.
In the event that you exercise your  warrants,  you will  experience  additional
dilution to the extent that the exercise  price of those warrants is higher than
the book value per share of our common stock. See the "Dilution" section of this
prospectus  supplement  for a more detailed  discussion of the dilution you will
incur if you purchase securities in this offering.

You may  experience  future  dilution as a result of future equity  offerings or
other equity issuances.

     In addition to the shares of common  stock we are issuing in this  offering
and the concurrent  registered direct offering,  we are also issuing warrants to
purchase  shares of our common  stock.  We will issue one  warrant for each four
shares we sell in this  offering.  If the holders of our  warrants  exercise the
warrants, you will experience dilution at the time they exercise their warrants.

     In addition,  we expect that significant  additional capital will be needed
in the future to continue our planned  operations.  To raise additional capital,
we may in the  future  offer  additional  shares  of our  common  stock or other
securities  convertible  into or  exchangeable  for our common stock.  We cannot
assure you that we will be able to sell shares or other  securities in any other
offering  at a price per share  that is equal to or  greater  than the price per
share paid by investors in this  offering.  The price per share at which we sell
additional  shares of our common stock or other  securities  convertible into or
exchangeable for our common stock in future  transactions may be higher or lower
than the price per share in this  offering.  To the  extent we raise  additional
capital  by  issuing  equity   securities,   our   stockholders  may  experience
substantial dilution. If we sell common stock,  convertible  securities or other
equity  securities,  your investment in our common stock will be diluted.  These
sales may also result in material dilution to our existing shareholders, and new
investors could gain rights superior to our existing shareholders.

                                       12


Our outstanding  options and warrants may adversely  affect the trading price of
our common stock.

     As of September 30, 2014, there were  outstanding  options which allows the
holders to  purchase  approximately  6,840,000  shares of our common  stock,  at
prices ranging  between $0.85 and $20.00 per share,  outstanding  warrants which
allow the  holders to  purchase  approximately  36,542,000  shares of our common
stock,  at prices ranging  between $0.53 and $5.50 per share,  and a convertible
note which  allows the holder to  acquire  approximately  276,000  shares of our
common  stock at a  conversion  price of  $4.00.  The  outstanding  options  and
warrants could adversely affect our ability to obtain future financing or engage
in  certain  mergers or other  transactions,  since the  holders of options  and
warrants  can be  expected  to  exercise  them at a time  when we may be able to
obtain  additional  capital  through a new offering of  securities on terms more
favorable to us than the terms of the outstanding options and warrants.  For the
life of the options,  warrants and the  convertible  note,  the holders have the
opportunity  to  profit  from a rise in the  market  price of our  common  stock
without assuming the risk of ownership. The issuance of shares upon the exercise
of outstanding  options and warrants,  or the conversion of the note,  will also
dilute the ownership interests of our existing stockholders.

We may have exposure for certain securities we sold in October 2013.

     In September  2012, we filed a shelf  registration  statement  covering the
sale of $50,000,000 of securities (the "2012  Registration  Statement"),  and in
January 2013 we filed another shelf registration  statement covering the sale of
an additional $50,000,000 of securities (the "2013 Registration Statement").  In
October  2013,  we  filed  a  prospectus  supplement  to the  2012  Registration
Statement for the sale in an underwritten  public offering of 17,826,087  shares
of our common stock,  20,475,000 Series S Warrants,  as well as up to 20,475,000
shares of common stock  issuable upon the exercise of the Series S warrants (the
"October Prospectus").  Collectively,  we offered approximately $43.4 million of
securities   pursuant  to  the   October   Prospectus.   This  amount   includes
approximately  $17.8  million  for the sale of the  common  stock  and  Series S
warrants  and $25.6  million  upon the  exercise  of the Series S  Warrants.  We
subsequently  realized  that at the time of the  October  2013  offering  we had
approximately  $28.9 million  available for issuance under the 2012 Registration
Statement.  As a result,  we issued securities that were not registered with the
SEC,  and that may not have been  eligible for an  exemption  from  registration
under the federal or state  securities  laws. We had securities  available under
the 2013 Registration Statement to register all of the securities not covered by
the 2012  Registration  Statement.  In  December  2013,  we  filed a  prospectus
supplement to the 2013 Registration  Statement registering the offer and sale of
all of the  shares  of common  stock  issuable  upon  exercise  of the  Series S
Warrants  included in the October 2013  offering to assure that the offering and
sale of all of the shares  issuable  upon exercise of the Series S Warrants were
registered  (the  "December  Prospectus").  Prior to the filing of the  December
Prospectus,  no  Series S  Warrants  issued  in the  October  offering  had been
exercised.  Notwithstanding the above, the actions we have taken to mitigate our
possible  non-compliance  with securities laws will not prevent  regulators from
asserting that we violated the law, from imposing penalties and fines against us
with respect to any potential  violations of securities laws, and may subject us
to possible claims for damages from certain investors.

                                       13


The warrants may not have any value.

     The  warrants  have an  exercise  price of $1.25 per  share  and  expire on
October  11,  2018.  In the event  that our  common  stock  does not  exceed the
exercise  price  of the  warrants  during  the  period  when  the  warrants  are
exercisable, the warrants may not have any value.

Holders of our warrants will have no rights as a common  shareholder  until they
acquire our common stock.

     Until  you  acquire  shares  of our  common  stock  upon  exercise  of your
warrants,  you will  have no rights  with  respect  to our  common  stock.  Upon
exercise of your  warrants,  you will be  entitled  to exercise  the rights of a
common stockholder only as to matters for which the record date occurs after the
exercise date.

                                 USE OF PROCEEDS

     We  estimate  that the net  proceeds  from the sale of the shares of common
stock and warrants that we are offering will be  approximately  $________  after
deducting the underwriter's commissions and the offering expenses payable by us.

     We intend to use the net proceeds from this offering, together with the net
proceeds from the concurrent registered direct offering, primarily for our Phase
III  clinical   trial,   other  research  and   development,   and  general  and
administrative  expenses.  We have not yet determined the amount of net proceeds
to be used specifically for any of the foregoing purposes. The net proceeds from
this  offering  will not be  sufficient  to complete  clinical  trials and other
studies  required  for the  approval of any product by the FDA, and we will need
significant additional funds in the future.

     Our  management  will have broad  discretion in the  application of the net
proceeds from this offering and the concurrent  registered direct offering,  and
investors will be relying on the judgment of our  management  with regard to the
use of  these  net  proceeds.  Pending  the use of the net  proceeds  from  this
offering as described above, we intend to invest the net proceeds in short-term,
investment-grade, interest-bearing instruments.

     This  offering is not  contingent  upon the  concurrent  registered  direct
offering,  and the concurrent  registered direct offering is not contingent upon
this offering.  We cannot assure you that either or both of these offerings will
be completed on the terms described  herein,  or at all. We reserve the right to
change the terms of the concurrent  registered direct offering.  Nothing in this
prospectus supplement should be construed as an offer to sell, or a solicitation
of an offer to buy, any securities in the concurrent registered direct offering,
and no part of the concurrent  registered  direct  offering is  incorporated  by
reference in this prospectus supplement.

                                       14


                                    DILUTION

         If you purchase our securities in this offering, your interest will be
diluted as discussed below.

     Net  tangible  book value per share is  determined  by  dividing  our total
tangible assets,  less our total  liabilities,  by the number of our outstanding
shares of common stock.  Our  historical net tangible book value per share as of
June 30, 2014 was $0.22 per share  computed using our  outstanding  shares as of
June 30, 2014  (66,041,612).  Our pro forma net tangible book value per share as
of June 30, 2014 was $0.18 per share  computed  giving effect to the issuance of
approximately  15,900,000  additional  shares of our common issued subsequent to
June 30, 2014.  We did not receive any cash or property in  connection  with the
issuance of the 15,900,000 shares.

     Dilution in pro forma net  tangible  book value per share to new  investors
represents  the  difference  between the amount per share paid by purchasers for
shares and warrants in this  offering and the pro forma net tangible  book value
per share of our common stock immediately afterwards.

     After giving effect to the sale of _________ shares of our common stock and
warrants  to  purchase  up to  _________  shares  of our  common  stock  in this
offering,  and  after  deducting  the  underwriter's  commission  and  estimated
offering  expenses  payable by us, our  as-adjusted  pro forma net tangible book
value as of June 30, 2014 would have been approximately $_________,  (unaudited)
or $___ per share.  This  represents an immediate  increase in the pro forma net
tangible  book  value  of  $____  per  share to  existing  stockholders  and the
immediate dilution in the pro forma net tangible book value of $___ per share to
new investors purchasing our shares in this offering.

     The following table illustrates this per share dilution. All amounts in the
table are unaudited.

     For  purposes of the  calculations  below,  the public  office price of the
warrants has been allocated to the public offering price of the shares of common
stock sold in this offering.  The  calculations  below do not give any effect to
the shares of common stock issuable upon the exercise of the warrants.

     Offering price per share                                            $___

     Historical net tangible book value per share as of June 30, 2014   $0.22

     Pro forma net tangible book value per share as of June 30, 2014    $0.18

     Pro forma net tangible book value per share as of June 30, 2014,
          after giving effect to this offering                           $___

     Increase in net tangible book value per share attributable
          to this offering                                               $___

     Dilution per share to new investors in this offering                $___

     The above  discussion  and table  assumes  that all of the shares of common
stock offered by means of this prospectus are sold but none of the warrants sold
in this offering are  exercised.  The number of  outstanding  shares at June 30,

                                       15


2014 excludes approximately 43,034,000 shares of common stock (40,677,000 shares
as of  the  date  of  this  prospectus)  issuable  upon  the  full  exercise  of
outstanding options and warrants or the conversion of a note.

                            DESCRIPTION OF SECURITIES

     In this  offering,  we are  offering  _________  shares of common stock and
warrants to purchase up to _________  shares of common stock.  Each warrant will
have an exercise  price of $1.25 per share and will expire on October 11,  2018.
The  shares  of common  stock  and  warrants  will be  issued  separately.  This
prospectus  also  relates to the offering of shares of our common stock upon the
exercise, if any, of the warrants.

Common stock


     The material terms and  provisions of our common stock are described  under
the caption  "Description of Securities" in the accompanying  prospectus.  As of
the  date  of  this  prospectus,  we  had  81,902,471  shares  of  common  stock
outstanding   (without  giving  effect  to  the  concurrent   registered  direct
offering). Our common stock is listed on the NYSE MKT under the symbol "CVM".

Warrants

     The following  summary of certain terms and provisions of the warrants that
are being offered  hereby is not complete and is subject to, and is qualified in
its entirety by the provisions of the warrants,  the form of which will be filed
as an  exhibit to a Current  Report on Form 8-K that we will file in  connection
with this offering.  Prospective investors should carefully review the terms and
provisions  of the form of warrant for a complete  description  of the terms and
conditions of the warrants.

Duration  and  Exercise  Price:  The  warrants  offered  hereby will entitle the
holders  thereof  to  purchase  up to _______  shares of our common  stock at an
initial exercise price of $1.25 per share, commencing immediately on the date of
issuance and will expire on October 11, 2018.

Cashless Exercise: If, at any time during the term of the warrants, the issuance
of shares of our common stock upon exercise of the warrants is not covered by an
effective registration  statement,  the holder is permitted to effect a cashless
exercise of the warrants  (in whole or in part) by having the holder  deliver to
us a duly  executed  exercise  notice,  canceling  a portion  of the  warrant in
payment of the purchase  price payable in respect of the number of shares of our
common stock purchased upon such exercise.

Transferability:  The warrants may be  transferred  at the option of the warrant
holder  upon  surrender  of the  warrant  with the  appropriate  instruments  of
transfer.

Listing and Warrant  Agent:  The warrants trade on the NYSE MKT under the symbol
"CVM WS". The warrants will be issued in  registered  form under a warrant agent
agreement with Computershare, Inc., as warrant agent.

                                       16


Rights as a stockholder: Except as set forth in the warrants, the holders of the
warrants do not have the rights or  privileges  of holders of our common  stock,
including any voting rights, until they exercise the warrants

Fundamental  Transactions:  In  the  event  of  a  fundamental  transaction,  as
described  in the  warrants  and  generally  including  any merger with  another
entity,  the sale,  transfer or other disposition of all or substantially all of
our assets to another entity, or the acquisition by a person of more than 50% of
our common stock,  the holders of the warrants will thereafter have the right to
receive upon exercise of the warrants such shares of stock, securities or assets
as would have been  issuable or payable  with  respect to or in  exchange  for a
number of shares of our common stock equal to the number of shares of our common
stock  issuable  upon  exercise  of  the  warrants   immediately  prior  to  the
fundamental  transaction,  and  appropriate  provision  will be made so that the
provisions of the warrants (including,  for example,  provisions relating to the
adjustment  of the exercise  price) will  thereafter  be  applicable,  as nearly
equivalent as may be practicable  in relation to any share of stock,  securities
or assets  deliverable  upon the exercise of the warrants after the  fundamental
transaction.  In lieu of the right to receive upon exercise the shares of stock,
securities,  or assets as would have been issuable or payable with respect to or
in  exchange  for a number of shares of our  common  stock,  the  holders of the
warrants,  in  certain  limited  circumstances,  may  require  us under  certain
circumstances to redeem the warrants for a purchase price payable in cash of the
Black-Scholes value of the warrants,  as calculated pursuant to the terms of the
warrants.

Limits on Exercise of Warrants:  Except upon at least 61 days' prior notice from
the holder to us, the holder will not have the right to exercise  any portion of
the warrant if the holder, together with its affiliates,  would beneficially own
in excess of 4.99% of the number of shares of common stock (including securities
convertible into common stock) outstanding immediately after the exercise.

Rights Agreement

     In  November  2007 we  declared  a  dividend  of one Series A Right and one
Series B Right for each  share of our  common  stock  which was  outstanding  on
November 9, 2007. When the Rights become  exercisable,  each Series A Right will
entitle the registered  holder,  subject to the terms of a Rights Agreement,  to
purchase  from us one share of our common  stock at a price  equal to 20% of the
market price of our common stock on the exercise date, although the price may be
adjusted  pursuant  to the terms of the Rights  Agreement.  If after a person or
group of  affiliated  persons has  acquired  15% or more of our common  stock or
following the commencement of, a tender offer for 15% or more of our outstanding
common stock (i) we are acquired in a merger or other business  combination  and
we are not the surviving  corporation,  (ii) any person  consolidates  or merges
with us and all or part of our common  shares are  converted  or  exchanged  for
securities,  cash or property of any other  person,  or (iii) 50% or more of our
consolidated  assets or earning power are sold, proper provision will be made so
that each holder of a Series B Right will  thereafter have the right to receive,
upon payment of the exercise price of $100 (subject to adjustment),  that number
of shares of common  stock of the  acquiring  company  which at the time of such
transaction  has a market value that is twice the exercise price of the Series B
Right.

                                       17


                      CONCURRENT REGISTERED DIRECT OFFERING

     Concurrently  with this  offering,  and  pursuant to a separate  prospectus
supplement and accompanying prospectus,  we are offering up shares of our common
stock and warrants to purchase  shares of common  stock in a  registered  direct
offering.

     The securities  being offered in the registered  direct  offering are being
offered on the same terms as the  securities  we are  selling in this  offering,
i.e.  each share of common  stock is being sold at a price of $_____.  For every
four shares sold, we will issue to investors in this offering one warrant.  Each
warrant can be exercised at any time on or before October 11, 2018 at a price of
$1.25  per  share.  The  shares  of common  stock  and  warrants  will be issued
separately.

     This  offering is not  contingent  upon the  concurrent  registered  direct
offering,  and the concurrent  registered direct offering is not contingent upon
this offering.  We cannot assure you that either or both of these offerings will
be completed on the terms described  herein,  or at all. We reserve the right to
change the terms of the concurrent registered direct offering.  This description
and the other information in this prospectus supplement regarding the concurrent
registered  direct  offering  is  included  in this  prospectus  supplement  for
informational  purposes only.  Nothing in this prospectus  supplement  should be
construed  as an offer  to  sell,  or a  solicitation  of an  offer to buy,  any
securities in the  concurrent  registered  direct  offering,  and no part of the
concurrent  registered  direct  offering is  incorporated  by  reference in this
prospectus supplement.

                                  UNDERWRITING

     Laidlaw  &  Company  (UK)  Ltd.  is  acting  as the  representative  of the
underwriters.   We  have  entered  into  an  underwriting   agreement  with  the
representative.  Subject  to  the  terms  and  conditions  of  the  underwriting
agreement,  we have  agreed to offer  and sell to  investors  identified  by the
underwriters,  up to shares of common  stock and up to  warrants  at the  public
offering  price  shown on the  cover  page of this  prospectus  supplement.  The
Company will pay the  underwriters the commission set forth on the cover page of
this prospectus supplement.

     This  offering  is  being  completed  on a  "best  efforts"  basis  and the
underwriters  have no  obligation  to buy any  shares  of our  common  stock  or
warrants  from us or to arrange for the purchase or sale of any specific  number
or dollar amount of shares or warrants.  The obligations of the underwriters may
be  terminated   upon  the  occurrence  of  certain  events   specified  in  the
underwriting agreement. Furthermore, pursuant to the underwriting agreement, the
underwriters'  obligations are subject to customary conditions,  representations
and warranties contained in the underwriting  agreement,  such as receipt by the
underwriters of officers' certificates and legal opinions.

     We have agreed to indemnify the underwriters against specified liabilities,
including  liabilities  under the  Securities  Act of 1933, and to contribute to
payments the underwriters may be required to make in respect thereof.

     The  underwriters  are offering the common stock and  warrants,  subject to
prior sale, when, as and if issued to and accepted by them,  subject to approval
of  legal  matters  by their  counsel  and  other  conditions  specified  in the

                                       18


underwriting agreement.  The underwriters reserve the right to withdraw,  cancel
or modify offers to the public and to reject orders in whole or in part.

Underwriting Commissions and Offering Expenses

     The  underwriters  propose to offer the common  stock and  warrants  to the
public at the public offering price shown below.  The underwriters may offer the
common stock and warrants to securities  dealers at the price to the public less
a concession.

     The  following  table  shows  the  public   offering  price,   underwriting
commissions and proceeds, before expenses, to us:

                                                   Per Share of
                                                  Common Stock
                                                   and Warrant        Total
                                                   -----------        -----

   Public offering price                            $_____           $______
   Underwriting commissions to be paid by us        $_____           $______
   Proceeds, before expenses, to us                 $_____           $______

     We have agreed to pay Laidlaw & Company (UK) Ltd.,  the  representative  of
the underwriters of this offering, a non-accountable  expense allowance equal to
1% of the total  public  offering  price  for the  securities  offered  and sold
pursuant to this prospectus.

     We have agreed to pay the representatives, to the extent permitted pursuant
to FINRA Rule 5110(f)(K),  a cash fee equal to 5% of the cash proceeds  received
from a cash exercise of the warrants offered pursuant this prospectus supplement
and accompanying prospectus.

     We have  also  agreed to pay the  underwriters'  expenses  relating  to the
offering,  including  (a) all filing fees  relating to the  registration  of the
Securities to be sold in the Offering with the Commission; (b) all actual filing
fees  associated  with the review of this  offering  by FINRA;  (c) all fees and
expenses  relating to the listing of our shares of common stock on the NYSE MKT;
(d) all  fees,  expenses  and  disbursements  relating  to the  registration  or
qualification  of our securities  under the "blue sky"  securities  laws of such
states and other  jurisdictions as the representative  may reasonably  designate
(including,  without  limitation,  all filing and registration  fees));  (e) all
fees, expenses and disbursements relating to the registration,  qualification or
exemption  of  our  securities   under  the  securities  laws  of  such  foreign
jurisdictions as the representative may reasonably  designate;  (f) the costs of
all mailing and printing of the underwriting documents as the representative may
reasonably deem necessary;  (g) the costs of preparing,  printing and delivering
certificates  representing  the securities  sold in this Offering;  (h) fees and
expenses of our transfer  agent;  (i) stock transfer and/or stamp taxes, if any,
payable upon the transfer of securities from the Company to the  representative;
(j) the fees and expenses of our  accountants;  and (k) the fees and expenses of
our legal counsel and other agents and representatives.

     We estimate our total  expenses  associated  with the  offering,  excluding
underwriting commissions, will be approximately $50,000.

                                       19


Discretionary Accounts

      The underwriters do not intend to confirm sales of the securities offered
hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

     Pursuant to certain "lock-up"  agreements,  we, our executive  officers and
directors  have  agreed,  subject to  certain  exceptions,  not to offer,  sell,
assign, transfer,  pledge, contract to sell, or otherwise dispose of or announce
the intention to otherwise  dispose of, or enter into any swap, hedge or similar
agreement or arrangement that transfers,  in whole or in part, the economic risk
of ownership  of,  directly or  indirectly,  engage in any short  selling of any
common stock or securities  convertible  into or exchangeable or exercisable for
any common stock, whether currently owned or subsequently acquired,  without the
prior written consent of the  underwriter,  for a period of sixty (60) days from
the effective date of the offering.

     The  lock-up  period   described  in  the  preceding   paragraphs  will  be
automatically extended if: (1) during the last 17 days of the restricted period,
we issue an earnings  release or announce  material news or a material event; or
(2) prior to the  expiration  of the lock-up  period,  we announce  that we will
release  earnings  results during the 16-day period beginning on the last day of
the lock-up period,  in which case the  restrictions  described in the preceding
paragraph  will  continue to apply  until the  expiration  of the 18-day  period
beginning on the date of the earnings release,  unless the representative waives
this extension in writing.

     Laidlaw & Company (UK) Ltd. may, in its sole  discretion and at any time or
from time to time before the termination of the 60-day period release all or any
portion of the securities subject to lock-up  agreements.  There are no existing
agreements between the underwriters and any of our stockholders who will execute
a  lock-up  agreement,  providing  consent  to the sale of  shares  prior to the
expiration of the lock-up period.

Indemnification

     We have agreed to indemnify the underwriters  against certain  liabilities,
including  liabilities under the U.S. federal  securities laws, or to contribute
to payments that may be required to be made in respect of these liabilities.

Stabilization

     In  connection  with  this  offering,   the   underwriters  may  engage  in
stabilizing transactions, syndicate covering transactions and penalty bids.

     o    Stabilizing transactions permit bids to purchase shares so long as the
          stabilizing bids do not exceed a specified maximum, and are engaged in
          for the  purpose of  preventing  or  retarding a decline in the market
          price of the shares while the offering is in progress.

     o    Syndicate  covering  transactions  involve  purchases of shares in the
          open market  after the  distribution  has been  completed  in order to
          cover syndicate short positions.  If the underwriters sell more shares

                                       20


          than could be covered by  exercise  of the  overallotment  option and,
          therefore, have a naked short position, the position can be closed out
          only by buying  shares in the open market.  A naked short  position is
          more likely to be created if the underwriters are concerned that after
          pricing there could be downward pressure on the price of the shares in
          the open market that could adversely  affect investors who purchase in
          the offering.

     o    Penalty bids permit the  representative to reclaim a commission from a
          syndicate  member when the shares  originally  sold by that  syndicate
          member are purchased in stabilizing or syndicate covering transactions
          to cover syndicate short positions.

     These stabilizing transactions, syndicate covering transactions and penalty
bids may have the  effect of  raising or  maintaining  the  market  price of our
shares or common stock or  preventing or retarding a decline in the market price
of our shares or common stock. As a result, the price of our common stock in the
open  market may be higher  than it would  otherwise  be in the absence of these
transactions.  Neither  we nor  the  underwriters  make  any  representation  or
prediction as to the effect that the  transactions  described  above may have on
the price of our common stock.  These  transactions may be effected on NYSE MKT,
in  the  over-the-counter  market  or  otherwise  and,  if  commenced,   may  be
discontinued at any time.

Passive Market Making

     In connection  with this offering,  underwriters  and selling group members
may engage in passive market making  transactions in accordance with Rule 103 of
Regulation M under the Exchange Act, during a period before the  commencement of
offers or sales of the  shares  and  extending  through  the  completion  of the
distribution.  A passive  market  maker must  display  its bid at a price not in
excess  of  the  highest  independent  bid of  that  security.  However,  if all
independent bids are lowered below the passive market maker's bid, that bid must
then be lowered when specified purchase limits are exceeded.

Electronic Distribution

     This prospectus supplement,  the accompanying  prospectus and the documents
incorporated herein and therein by reference may be made available in electronic
format  on the  websites  maintained  by one or  more of the  underwriters.  The
underwriters may distribute  prospectuses  electronically.  The underwriters may
agree to allocate a number of shares of common  stock and  warrants  for sale to
their online brokerage  account  holders.  The common stock and warrants will be
allocated to underwriters that may make Internet distributions on the same basis
as other allocations.  In addition, common stock and warrants may be sold by the
underwriters  to securities  dealers who resell the common stock and warrants to
online brokerage account holders.

     Other than this prospectus supplement,  the accompanying prospectus and the
documents incorporated herein and therein by reference, information contained in
any  website  maintained  by an  underwriter  is not  part  of  this  prospectus
supplement,  the accompanying prospectus,  the documents incorporated herein and
therein by reference  or the  registration  statement  of which this  prospectus
supplement forms a part, has not been endorsed by us and should not be relied on
by investors in deciding  whether to purchase our common stock or warrants.  The
underwriters are not responsible for information contained in websites that they
do not maintain.

                                       21


Relationship with the Underwriters

     From  time to  time,  certain  of the  underwriters  and  their  respective
affiliates  have  provided,  and may  continue  to provide,  investment  banking
services to us in the ordinary  course of their  businesses,  and have received,
and may continue to receive, compensation for such services.

     Laidlaw & Co. (UK) is also acting as a financial  advisor to the Company in
connection  with the concurrent  registered  direct  offering and will receive a
cash fee equal to 1% of the aggregate  purchase  price paid by each purchaser of
securities in the concurrent registered direct offering.

Offer Restrictions Outside the United States

     Other  than in the  United  States,  no action  has been taken by us or the
underwriters  that would permit a public  offering of the securities  offered by
this prospectus in any  jurisdiction  where action for that purpose is required.
The securities  offered by this prospectus may not be offered or sold,  directly
or  indirectly,  nor may this  prospectus  or any  other  offering  material  or
advertisements  in connection  with the offer and sale of any such securities be
distributed or published in any jurisdiction,  except under  circumstances  that
will result in compliance  with the  applicable  rules and  regulations  of that
jurisdiction. Persons into whose possession this prospectus comes are advised to
inform themselves about and to observe any restrictions relating to the offering
and the distribution of this prospectus.  This prospectus does not constitute an
offer to sell or a  solicitation  of an offer to buy any  securities  offered by
this prospectus in any  jurisdiction in which such an offer or a solicitation is
unlawful.

     European Economic Area

     In relation to each Member  State of the European  Economic  Area which has
implemented the Prospectus  Directive  (each, a "Relevant  Member State"),  with
effect  from and  including  the  date on  which  the  Prospectus  Directive  is
implemented in that Relevant Member State (the "Relevant  Implementation Date"),
our securities  will not be offered to the public in that Relevant  Member State
prior to the  publication of a prospectus in relation to the securities that has
been approved by the competent authority in that Relevant Member State or, where
appropriate,  approved  in another  Relevant  Member  State and  notified to the
competent  authority in that Relevant  Member State,  all in accordance with the
Prospectus  Directive,  except that, with effect from and including the Relevant
Implementation  Date, an offer of  securities  may be made to the public in that
Relevant Member State at any time:

     o    to any legal  entity  that is a  qualified  investor as defined in the
          Prospectus Directive;

     o    to fewer than 100 or, if the Relevant Member State has implemented the
          relevant provision of the 2010 PD Amending Directive,  150, natural or
          legal  persons  (other  than  qualified  investors  as  defined in the
          Prospectus  Directive),  as permitted under the Prospectus  Directive,
          subject to  obtaining  the prior  consent of the  manager for any such
          offer; or

     o    in any other circumstances which do not require the publication by the
          issuer of a  prospectus  pursuant  to Article  3(2) of the  Prospectus
          Directive.

                                       22


     For the  purposes of this  provision,  the  expression  an "offer of common
shares to the  public" in relation to any shares in any  Relevant  Member  State
means the  communication in any form and by any means of sufficient  information
on the terms of the offer and the common shares to be offered so as to enable an
investor to decide to purchase or subscribe the common  shares,  as the same may
be  varied  in that  Relevant  Member  State  by any  measure  implementing  the
Prospectus   Directive  in  that  Relevant   Member  State  and  the  expression
"Prospectus  Directive"  means Directive  2003/71/EC  (and  amendments  thereto,
including  the 2010 PD  Amending  Directive,  to the extent  implemented  in the
Relevant Member State), and includes any relevant  implementing  measure in each
Relevant  Member State and the  expression  "2010 PD Amending  Directive"  means
Directive 2010/73/EU.

     The sellers of the securities  have not authorized and do not authorize the
making  of any offer of  shares  through  any  financial  intermediary  on their
behalf,  other than  offers  made by the  underwriters  with a view to the final
placement  of  the  shares  as  contemplated  in  this  prospectus   supplement.
Accordingly,  no purchaser of the securities,  other than the  underwriters,  is
authorized  to make any further  offer of the shares on behalf of the sellers or
the underwriters.

     United Kingdom

     Our  securities  may not be offered or sold and will not be offered or sold
to any  persons  in  the  United  Kingdom  other  than  persons  whose  ordinary
activities  involve  them  in  acquiring,  holding,  managing  or  disposing  of
investments (as principal or as agent) for the purposes of their  businesses and
in compliance  with all  applicable  provisions  of the  Financial  Services and
Markets  Act 2000  ("FSMA")  with  respect to  anything  done in relation to our
securities in, from or otherwise involving the United Kingdom.

     In addition, each underwriter:

     o    has only  communicated  or  caused  to be  communicated  and will only
          communicate or cause to be communicated an invitation or inducement to
          engage in  investment  activity  (within  the meaning of section 21 of
          FSMA) to persons who have professional  experience in matters relating
          to investments  falling within Article 19(5) of the Financial Services
          and  Markets  Act of  2000  (Financial  Promotion)  Order  2005  or in
          circumstances  in  which  section  21 of FSMA  does  not  apply to the
          company; and

     o    has complied with,  and will comply with all applicable  provisions of
          FSMA with respect to anything done by it in relation to the securities
          in, from or otherwise involving the United Kingdom.

      Australia

     No prospectus or other disclosure  document (as defined in the Corporations
Act 2001 (Cth) of Australia  ("Corporations Act")) in relation to the securities
has  been or  will be  lodged  with  the  Australian  Securities  &  Investments
Commission  ("ASIC").  This  document  has not been lodged with ASIC and is only
directed to certain  categories of exempt persons.  Accordingly,  if you receive
this document in Australia:

            (a)  you confirm and warrant that you are either:

                                       23


                 (i)  a "sophisticated investor" under section 708(8)(a) or (b)
of the Corporations Act;

                 (ii) a "sophisticated investor" under section 708(8)(c) or (d)
of the Corporations Act and that you have provided an accountant's certificate
to us which complies with the requirements of section 708(8)(c)(i) or (ii) of
the Corporations Act and related regulations before the offer has been made;

                 (iii) a person associated with the company under section
708(12) of the Corporations Act; or

                 (iv) a "professional investor" within the meaning of section
708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable
to confirm or warrant that you are an exempt sophisticated investor, associated
person or professional investor under the Corporations Act any offer made to you
under this document is void and incapable of acceptance; and

            (b) you warrant and agree that you will not offer any of the
securities for resale in Australia within 12 months of those securities being
issued unless any such resale offer is exempt from the requirement to issue a
disclosure document under section 708 of the Corporations Act.

     Hong Kong

     The  securities  may not be  offered  or sold in Hong  Kong by means of any
document other than (i) in circumstances which do not constitute an offer to the
public  within the meaning of the  Companies  Ordinance  (Cap.  32, Laws of Hong
Kong), or (ii) to "professional  investors" within the meaning of the Securities
and  Futures  Ordinance  (Cap.  571,  Laws of Hong  Kong)  and  any  rules  made
thereunder,  or (iii) in other circumstances which do not result in the document
being a  "prospectus"  within the meaning of the Companies  Ordinance  (Cap. 32,
Laws of Hong Kong) and no advertisement,  invitation or document relating to the
shares may be issued or may be in the  possession  of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the  contents  of which are likely to be  accessed  or read by, the public in
Hong Kong  (except if permitted to do so under the laws of Hong Kong) other than
with respect to  securities  which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" within the meaning
of the Securities and Futures  Ordinance  (Cap.  571, Laws of Hong Kong) and any
rules made thereunder.

     Japan

     The securities offered in this prospectus supplement have not been and will
not be registered under the Financial Instruments and Exchange Law of Japan. The
securities  have not been  offered  or sold  and  will not be  offered  or sold,
directly or  indirectly,  in Japan or to or for the  account of any  resident of
Japan  (including any  corporation or other entity  organized  under the laws of
Japan),  except (i) pursuant to an exemption from the registration  requirements
of the Financial  Instruments  and Exchange Law and (ii) in compliance  with any
other applicable requirements of Japanese law.

                                       24


     Singapore

     This prospectus supplement has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus supplement and any
other  document or material in connection  with the offer or sale, or invitation
for  subscription  or  purchase,  of the  securities  may not be  circulated  or
distributed,  nor may the  securities be offered or sold, or be made the subject
of an invitation for  subscription or purchase,  whether directly or indirectly,
to  persons  in  Singapore  other than (i) to an  institutional  investor  under
Section 274 of the  Securities  and Futures Act,  Chapter 289 of Singapore  (the
"SFA"),  (ii) to a relevant  person  pursuant to Section  275(1),  or any person
pursuant to Section 275(1A),  and in accordance with the conditions specified in
Section 275 of the SFA or (iii)  otherwise  pursuant to, and in accordance  with
the  conditions  of, any other  applicable  provision  of the SFA,  in each case
subject to compliance with conditions set forth in the SFA.

     Where the securities  are subscribed or purchased  under Section 275 of the
SFA by a relevant person which is:

     o    a  corporation  (which is not an  accredited  investor  (as defined in
          Section  4A of the  SFA))  the  sole  business  of  which  is to  hold
          investments  and the entire share  capital of which is owned by one or
          more individuals, each of whom is an accredited investor; or

     o    a trust (where the trustee is not an accredited  investor)  whose sole
          purpose is to hold investments and each beneficiary of the trust is an
          individual who is an accredited investor, shares, debentures and units
          of shares and  debentures of that  corporation  or the  beneficiaries'
          rights and interest  (howsoever  described) in that trust shall not be
          transferred within six months after that corporation or that trust has
          acquired the shares pursuant to an offer made under Section 275 of the
          SFA except:

     o    to an institutional  investor (for corporations,  under Section 274 of
          the SFA) or to a relevant person defined in Section 275(2) of the SFA,
          or to any person  pursuant to an offer that is made on terms that such
          shares,  debentures  and  units  of  shares  and  debentures  of  that
          corporation  or such rights and interest in that trust are acquired at
          a  consideration  of not less than  $200,000 (or its  equivalent  in a
          foreign currency) for each  transaction,  whether such amount is to be
          paid for in cash or by exchange of  securities  or other  assets,  and
          further for corporations,  in accordance with the conditions specified
          in Section 275 of the SFA;

     o    where no consideration is or will be given for the transfer; or

     o    where the transfer is by operation of law.

      Switzerland

     The securities may not be publicly  offered in Switzerland  and will not be
listed  on the SIX  Swiss  Exchange  (SIX) or on any  other  stock  exchange  or
regulated  trading  facility in  Switzerland.  This  document has been  prepared
without regard to the disclosure standards for issuance  prospectuses under art.
652a or art. 1156 of the Swiss Code of Obligations  or the disclosure  standards
for  listing  prospectuses  under art.  27 ff. of the SIX  Listing  Rules or the
listing  rules of any other stock  exchange  or  regulated  trading  facility in
Switzerland.  Neither this document nor any other offering or marketing material

                                       25


relating  to the  securities  or the  offering  may be publicly  distributed  or
otherwise made publicly available in Switzerland.

     Neither this document nor any other offering or marketing material relating
to the  offering,  us,  or the  securities  have  been or will be filed  with or
approved by any Swiss regulatory  authority.  In particular,  this document will
not be filed with,  and the offer of shares will not be supervised by, the Swiss
Financial Market  Supervisory  Authority FINMA (FINMA),  and the offer of shares
has not  been  and  will  not be  authorized  under  the  Swiss  Federal  Act on
Collective  Investment  Schemes  (CISA).  The  investor  protection  afforded to
acquirers of interests in collective  investment schemes under the CISA does not
extend to acquirers of the shares. Canada

      Resale Restrictions

     The  distribution  of our  securities  in Canada is being  made only in the
provinces  of Ontario,  Quebec,  Alberta,  British  Columbia  and  Manitoba on a
private  placement basis exempt from the requirement  that we prepare and file a
prospectus  with the  securities  regulatory  authorities in each province where
trades of common  stock are made.  Any resale of the common stock in Canada must
be made  under  applicable  securities  laws  which  may vary  depending  on the
relevant jurisdiction,  and which may require resales to be made under available
statutory  exemptions  or  under  a  discretionary   exemption  granted  by  the
applicable Canadian securities regulatory  authority.  Purchasers are advised to
seek legal advice prior to any resale of the common stock.

     Representations of Purchasers

     By purchasing  securities  in Canada and  accepting  delivery of a purchase
confirmation,  a purchaser  is  representing  to us and the dealer from whom the
purchase confirmation is received that:

     o    the purchaser is entitled under applicable  provincial securities laws
          to  purchase  the  securities  without  the  benefit  of a  prospectus
          qualified  under  those  securities  laws  as  it  is  an  "accredited
          investor" as defined under National Instrument  45-106--Prospectus and
          Registration Exemptions,

     o    the purchaser is a "Canadian  permitted client" as defined in National
          Instrument  31-103--Registration  Requirements  and Exemptions,  or as
          otherwise   interpreted   and  applied  by  the  Canadian   Securities
          Administrators,

     o    where  required by law, the  purchaser is  purchasing as principal and
          not as agent,

     o    the purchaser  has reviewed the text above under Resale  Restrictions,
          and

     o    the purchaser  acknowledges and consents to the provision of specified
          information   concerning   the  purchase  of  the  securities  to  the
          regulatory   authority   that  by  law  is  entitled  to  collect  the
          information, including certain personal information. For purchasers in
          Ontario,   questions  about  such  indirect   collection  of  personal
          information  should  be  directed  to  Administrative  Support  Clerk,
          Ontario  Securities  Commission,  Suite 1903,  Box 55, 20 Queen Street
          West, Toronto, Ontario M5H 3S8 or on (416) 593-3684.

                                       26


     Rights of Action--Ontario Purchasers

     Under Ontario securities  legislation,  certain purchasers who purchase any
securities  offered by this prospectus  supplement and  accompanying  prospectus
during  the period of  distribution  will have a  statutory  right of action for
damages,  or while still the owner of the securities,  for rescission against us
in the event that this prospectus supplement and accompanying prospectus contain
a  misrepresentation  without  regard to  whether  the  purchaser  relied on the
misrepresentation. The right of action for damages is exercisable not later than
the earlier of 180 days from the date the  purchaser  first had knowledge of the
facts  giving rise to the cause of action and three years from the date on which
payment  is made for the  securities.  The right of  action  for  rescission  is
exercisable  not later than 180 days from the date on which  payment is made for
the  securities.  If a  purchaser  elects to  exercise  the right of action  for
rescission,  the purchaser will have no right of action for damages  against us.
In no case will the amount  recoverable  in any action exceed the price at which
the  securities  were offered to the  purchaser and if the purchaser is shown to
have purchased the securities with knowledge of the  misrepresentation,  we will
have no liability.  In the case of an action for damages,  we will not be liable
for all or any  portion  of the  damages  that are proven to not  represent  the
depreciation  in value of the common stock as a result of the  misrepresentation
relied upon.  These rights are in addition to, and without  derogation from, any
other rights or remedies available at law to an Ontario purchaser. The foregoing
is a summary of the rights available to an Ontario purchaser. Ontario purchasers
should refer to the complete text of the relevant statutory provisions.

                                  LEGAL MATTERS

     The  validity of the  issuance  of the  securities  offered  hereby will be
passed upon for us by Hart & Hart LLC, Denver,  Colorado.  Certain legal matters
will be passed upon for the underwriters by Sichenzia Ross Friedman Ference, New
York, NY.

                                     EXPERTS

     The financial  statements as of September 30, 2013 and 2012 and for each of
the  three  years in the  period  ended  September  30,  2013  and  management's
assessment of the effectiveness of internal control over financial  reporting as
of September 30, 2013  incorporated by reference in this Prospectus have been so
incorporated  in  reliance  on the  reports  of BDO  USA,  LLP,  an  independent
registered public accounting firm,  incorporated  herein by reference,  given on
the authority of said firm as experts in auditing and accounting.


                       WHERE YOU CAN FIND MORE INFORMATION

     This prospectus supplement and the accompanying  prospectus are part of the
registration  statement  on Form S-3 we filed with the  Securities  and Exchange
Commission,  or SEC,  under  the  Securities  Act,  and do not  contain  all the
information  set forth in the  registration  statement.  Whenever a reference is
made in this prospectus supplement or the accompanying  prospectus to any of our
contracts, agreements or other documents, the reference may not be complete, and
you should refer to the exhibits that are a part of the  registration  statement
or the exhibits to the reports or other documents incorporated by reference into
this prospectus  supplement and the  accompanying  prospectus for a copy of such

                                       27


contract,   agreement  or  other  document.  You  may  inspect  a  copy  of  the
registration statement, including the exhibits and schedules, without charge, at
the SEC's public  reference room mentioned  below, or obtain a copy from the SEC
upon payment of the fees prescribed by the SEC.

     We are subject to the  requirements of the Securities  Exchange Act of l934
and are required to file reports,  proxy  statements and other  information with
the  Securities  and  Exchange  Commission.  Copies of any such  reports,  proxy
statements  and  other  information  filed by us can be read and  copied  at the
Commission's  Public  Reference Room at 100 F. Street,  N.E.,  Washington,  D.C.
20549.  The  public  may  obtain  information  on the  operation  of the  Public
Reference  Room by calling the  Commission  at  1-800-SEC-0330.  The  Commission
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and other  information  regarding  us. The  address of that site is
http://www.sec.gov.

     You can find information about us on our website at http://www.cel-sci.com.
Information found on our website is not part of this prospectus.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

     We incorporate  by reference the filed  documents  listed below,  except as
superseded,  supplemented or modified by this prospectus, and any future filings
we will  make  with the SEC  under  Sections  13(a),  13(c),  14 or 15(d) of the
Exchange  Act  (unless  otherwise  noted,  the SEC file  number  for each of the
documents listed below is 001-11889):

     o    Annual  Report on Form 10-K for the fiscal  year ended  September  30,
          2013.

     o    Report on Form10-Q for the three months ended December 31, 2013, March
          31, 2014 and June 30, 2014.

     o    Current  Reports on Form 8-K, which were filed with the SEC on October
          10,  2013,  October 11,  2013,  November 1, 2013,  December  19, 2013,
          December 24, 2013,  April 14,  2014,  April 15, 2014,  April 18, 2014,
          July 23, 2014 and August 7, 2014.

     All documents  filed with the Commission by us pursuant to Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference into this  prospectus and to be a part of this  prospectus from the
date of the filing of such  documents.  Any  statement  contained  in a document
incorporated  or deemed to be  incorporated  by reference  shall be deemed to be
modified or superseded for the purposes of this  prospectus to the extent that a
statement  contained in this  prospectus or in any  subsequently  filed document
which also is or is deemed to be  incorporated  by reference in this  prospectus
modifies or supersedes such statement.  Such statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this prospectus.

     We will  provide,  without  charge,  to each  person to whom a copy of this
prospectus is delivered,  including any  beneficial  owner,  upon the written or
oral request of such person, a copy of any or all of the documents  incorporated
by reference below (other than exhibits to these documents,  unless the exhibits
are  specifically  incorporated  by reference  into this  prospectus).  Requests
should be directed to:

                               CEL-SCI Corporation
                             8229 Boone Blvd., #802
                             Vienna, Virginia 22182
                                 (703) 506-9460