SCHEDULE 14A

                                 Amendment No. 1


                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant    [X]

Filed by Party other than the Registrant    [ ]

Check the appropriate box:

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


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

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


Payment of Filing Fee (Check the appropriate box):

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

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

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

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

    2) Aggregate number of securities to which transaction applies:

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

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

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



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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD May 30, 2017

To the Shareholders:

     Notice is hereby given that the annual meeting of the shareholders of
CEL-SCI Corporation ("CEL-SCI") will be held at 4820-C Seton Drive, Baltimore,
MD 21215, on May 30, 2017 at 10:30 a.m. local time, for the following purposes:

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

     (2)  to approve the adoption of CEL-SCI's 2017  Non-Qualified  Stock Option
          Plan which  provides that up to 20,000,000  shares of common stock may
          be issued upon the exercise of options granted pursuant to the Plan;

     (3)  to approve  the  adoption  of  CEL-SCI's  2017 Stock  Bonus Plan which
          provides that up to 4,000,000  shares of common stock may be issued to
          persons granted stock bonuses pursuant to the Plan;

     (4)  subject to the  determination  of CEL-SCI's  directors  that a reverse
          split would be in the best  interest  of  CEL-SCI's  shareholders,  to
          approve a reverse split of CEL-SCI's  common stock. A condition of the
          reverse  stock  split is that the ratio of the  reverse  split will be
          determined  by CEL-SCI's  Board of  Directors,  provided  that, in any
          case,  the reverse  split ratio will not be greater than 1 for 25. The
          Board of Directors may elect not to proceed with a stock split without
          further action by the shareholders;

     (5)  to approve,  on a non-binding  advisory  basis,  the  compensation  of
          CEL-SCI's executive officers;

     (6)  to approve,  on a  non-binding  advisory  basis,  the frequency of the
          advisory  vote  regarding  the  compensation  of  CEL-SCI's  executive
          officers;

     (7)  to ratify the  appointment  of BDO USA, LLP as  CEL-SCI's  independent
          registered public accounting firm for the fiscal year ending September
          30, 2017; and

     to transact such other  business as may properly come before the meeting or
any adjournments or postponements thereof.

     April 5, 2017 is the  record  date for the  determination  of  shareholders
entitled to notice of and to vote at the meeting.  Shareholders  are entitled to
one vote for each  share  held.  As of April 5,  2017,  there  were  ___________
outstanding shares of CEL-SCI's common stock.

                                 CEL-SCI CORPORATION

___________, 2017                Geert R. Kersten, Chief Executive Officer


The Board of Directors  solicits the enclosed  proxy.  Your vote is important no
matter how large or small your holdings.  To assure your  representation  at the
meeting, please vote promptly.

Important   Notice  Regarding  the  Availability  of  Proxy  Materials  for  the
Shareholder  Meeting  to be  held on May  30,  2017.  This  Proxy  Statement  is
available at: www.irdirect.net/CVM/sec_filings/

            If you need additional copies of this Proxy Statement or
                  the enclosed proxy card, or if you have other
  questions about the proposals or how to vote your shares, you may contact our
                                proxy solicitor:

                                       1


                                 ADVANTAGE PROXY
             (877) 870-8565 (toll free) or (206) 870-8565 (collect)
                    Or by email at: ksmith@advantageproxy.com


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

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY





















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                                       2



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

                                 PROXY STATEMENT


     The  accompanying  proxy is solicited by CEL-SCI's  directors for voting at
the annual  meeting of  shareholders  to be held on May 30, 2017, and at any and
all adjournments of such meeting. If the proxy is executed and returned, it will
be  voted  at  the  meeting  in  accordance  with  any  instructions,  and if no
specification  is made,  the proxy will be voted for the  proposals set forth in
the accompanying notice of the annual meeting of shareholders.  Shareholders who
execute  proxies may revoke  them at any time  before they are voted,  either by
writing to CEL-SCI at the  address  shown  above or in person at the time of the
meeting.  Additionally,  any later dated proxy will revoke a previous proxy from
the same  shareholder.  This proxy statement was posted on the CEL-SCI's website
on or about April 17, 2017.

     There  is one  class  of  capital  stock  outstanding.  Provided  a  quorum
consisting  of  one-third  of the  shares  entitled  to vote is  present  at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or  represented  by proxy is required to elect  directors.  Cumulative
voting in the  election of directors is not  permitted.  The other  proposals to
come before the meeting  will be adopted if votes cast in favor of the  proposal
exceed the votes cast against the proposal.

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

PRINCIPAL SHAREHOLDERS

     The following table lists, as of March 15, 2017,  information  with respect
to the persons owning  beneficially 5% or more of CEL-SCI's  outstanding  common
stock and the number and percentage of outstanding shares owned by each director
and officer of CEL-SCI and by the  officers  and  directors  as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
or her shares of common stock.

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

Geert R. Kersten                           19,286,849 (2)           8.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                         3,883,382               1.8%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

                                       3


Eyal Talor, Ph.D.                           3,740,424               1.7%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.                    563,313                  *
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                               1,772,718                  *
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                        417,483                  *
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

Peter R. Young, Ph.D.                         439,277                  *
208 Hewitt Drive, Suite 103-143
Waco, TX 76712

Bruno Baillavoine                              83,334                  *
8229 Boone Blvd., Suite 802
Vienna, VA  22182

All Officers and Directors                 30,186,780              13.4%
as a Group (8 persons)

MMCAP International, Inc.                  33,306,916             13.79%
P.O. Box 259
George Town Financial Centre
Grand Cayman, Cayman Islands  KY1-1208

Sabby Healthcare Master Fund, Ltd.         51,074,489             20.06%
Sabby Volatility Warrant Master Fund, Ltd.
89 Nexus Way, Camana Bay
Grand Cayman, Cayman Islands KY1-9007.


* Less than 1% of outstanding shares.

(1)  Includes shares issuable prior to June 30, 2017 upon the exercise of
     options or warrants held by the following persons:

                                       4


                                                   Options or Warrants
                                                   Exercisable Prior to
            Name                                      June 30, 2017
            ------                                 --------------------

            Geert R. Kersten, Esq.                     7,306,780 (3)
            Patricia B. Prichep                          530,304
            Eyal Talor, Ph.D.                            462,093
            Daniel Zimmerman, Ph.D.                      374,201
            John Cipriano                                145,000
            Alexander G. Esterhazy                       394,167
            Peter R. Young, Ph.D.                        409,501 (4)
            Bruno Baillavoine                             83,334
            MMCAP International, Inc.                 25,516,674
            Sabby Healthcare Master
              Fund, Ltd./Sabby Volatility
              Warrant Master Fund, Ltd.               38,600,000

(2)  Amount includes shares held in trust for the benefit of Mr. Kersten's
     children and securities held in a separate trust, for which Mr. Kersten is
     a beneficiary.

(3)  Amount includes shares issuable upon the exercise of Series S warrants
     which were purchased in the open market, and shares issuable upon the
     exercise of Series N and Series Y warrants held in the trust.

(4)  Amount includes shares issuable upon the exercise of Series S warrants
     which were purchased in the open market.

OFFICERS AND DIRECTORS

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

Name                     Age   Position                         Committees
----                     ---   --------                         ----------

Geert R. Kersten, Esq.   57   Director, Chief Executive
                              Officer and Treasurer

Patricia B. Prichep      65   Senior Vice President of
                              Operations and Corporate
                              Secretary

Eyal Talor, Ph.D.        60   Chief Scientific Officer

Daniel H.
  Zimmerman, Ph.D.       75  Senior Vice President of
                             Research, Cellular Immunology

John Cipriano            74   Senior Vice President of
                              Regulatory  Affairs

Alexander G. Esterhazy   75   Director, Independent         Audit, Compensation,
                                                               and Nominating

Peter R. Young, Ph.D.(1) 71   Director, Independent         Audit, Compensation,
                                                               and Nominating

Bruno Baillavoine        64   Director, Independent         Audit, Compensation,
                                                               and Nominating

                                       5


(1)  Dr.  Young  is the  chairman  of the  Audit,  Compensation  and  Nominating
     committees.

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

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

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations  of  CEL-SCI,  including  human  resources  and is the  liaison  with
CEL-SCI's independent registered public accounting firm for financial reporting.
From June 1990 to  December  1992,  Ms.  Prichep  was the Manager of Quality and
Productivity for the NASD's Management,  Systems and Support Department. She was
responsible  for the  internal  auditing and work flow  analysis of  operations.
Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for
Source  Capital,  Ltd.  She handled all  operations  and  compliance  for Source
Capital and was licensed as a securities  broker.  Ms. Prichep received her B.A.
from the University of Bridgeport in Connecticut.

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

                                       6


clinical and cellular  immunology  at The Johns Hopkins  University,  Baltimore,
Maryland,  USA.  He holds an Adjunct  Associate  teaching  position at the Johns
Hopkins University Medical Institutions.

     Daniel H. Zimmerman,  Ph.D. was CEL-SCI's Senior Vice President of Cellular
Immunology  between 1996 and December  2008 and again since  November  2009.  He
joined  CEL-SCI in January  1996 as the Vice  President  of  Research,  Cellular
Immunology.  Dr.  Zimmerman  founded  CELL-MED,  Inc. and was its president from
1987-1995.  From  1973-1987,  Dr.  Zimmerman  served  in  various  positions  at
Electronucleonics,  Inc. His positions  included:  Scientist,  Senior Scientist,
Technical  Director and Program  Manager.  Dr.  Zimmerman held various  teaching
positions  at  Montgomery  College  between  1987 and 1995.  Dr.  Zimmerman  has
invented  technologies  which are  covered by over a dozen US patents as well as
many  foreign  equivalent  patents.  He is the  author  of  over  40  scientific
publications  in the area of immunology  and  infectious  diseases.  He has been
awarded  numerous  grants from the National  Institutes  of Health (NIH) and the
Department of Defense.  From 1969-1973,  Dr. Zimmerman was a Senior Staff Fellow
at the NIH.  For the  following  25  years,  he  continued  on at NIH as a guest
worker. Dr. Zimmerman received a Ph.D. in Biochemistry in 1969, and a Masters in
Zoology in 1966 from the University of Florida as well as a B.S. in Biology from
Emory and Henry College in 1963.

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

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

     Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr.
Young has been a senior  executive  within the  pharmaceutical  industry  in the
United  States and Canada for most of his career,  originally  in  organizations
that are now part of Sanofi S.A.  Over the last 20 years he has  primarily  held
positions  of  Chief  Executive  Officer  or  Chief  Financial  Officer  and has
extensive  experience with  acquisitions  and equity  financing.  Since November
2001,  Dr. Young has been the President of Agnus Dei, LLC,  which has acted as a
partner in an organization managing immune system clinics which treated patients
with diseases such as cancer,  multiple  sclerosis and hepatitis.  Dr. Young was
also the  President  and Chief  Executive  Officer of SRL  Technology,  Inc.,  a
company  involved in the development of  pharmaceutical  drug delivery  systems.
Between  1998 and  2001,  Dr.  Young was the Chief  Financial  Officer  of Adams
Laboratories,  Inc, the developer of Mucinex(R). Dr. Young received his Ph.D. in
Organic  Chemistry from the University of Bristol,  England after  obtaining his
Bachelor's degree in Honors Chemistry, Mathematics and Economics.  Subsequently,
he qualified as a Fellow of the Chartered  Institute of Management  Accountants.
CEL-SCI believes Dr. Young's extensive  knowledge of the life sciences industry,
coupled  with  his  business  acumen  and  financial  expertise,  gives  him the
qualifications  and  skills  to  serve as a  director,  the  chair of the  audit
committee,  the chair of the  nominating  committee  and a member  of  CEL-SCI's
compensation committee.

                                       7


     Bruno  Baillavoine  has been a Director of CEL-SCI  since June 2015.  Since
2010,  Mr.  Baillavoine  has been a partner of  Globomass  Holdings  Limited,  a
London,  England  based  developer of  renewable  energy  projects  from concept
through  final  operations.  Since 2012 Mr.  Baillavoine  has been the Executive
Chairman of Globomass Holdings.  Globomass Holdings has subsidiaries in Ireland,
Bulgaria,  Croatia,  Serbia, and has recently acquired a 20% stake in a US based
renewable energy company.  Between 1978 and 1982 he was the marketing manager of
Ravenhead Ltd., a manufacturer of glass tableware, and part of United Distillers
Group (later acquired by Grand  Metropolitan).  During this time Mr. Baillavoine
became the UK Business  Manager  where he restored  market  share and profit for
United  Distillers.  From  1982 to 1986  Mr.  Baillavoine  was  Group  Corporate
Planning  and Group  Marketing  Director for  Prontaprint  where he expanded the
number of shops to 500  locations in four years.  Mr.  Baillavoine  joined Grand
Metropolitan Plc between 1986-1988 (now Diageo Plc), an FTSE 100 beverage, food,
hotel and leisure company,  as director in the Special Operations  division.  In
this capacity, he developed plans for Grand Met's trouble-shooting  division for
over  20,000  Grand Met  retail  outlets.  From  1988-1991  he was the  Managing
Director of Nutri  Systems (UK) Ltd., a subsidiary  of the US based  provider of
professionally  supervised  weight loss  programs.  Between  1991 and 1995,  Mr.
Baillavoine  was  Director of BET Group plc, a  multinational  business  support
services  group,  and in 1992,  was  promoted to the  Managing  Director for the
manufacturing  businesses.  The 2.3 billion  pound  turnaround of BET during his
tenure  is one of the most  successful  turnarounds  of a top 100 FTSE  company.
Since 1995,  Mr.  Baillavoine  has held a number of CEO positions  across a wide
range of industries and geographical locations. Mr. Baillavoine has European and
American  educations  (US high school and  University  of  Wisconsin  Eau Claire
1972-1976).  CEL-SCI  believes Mr.  Ballavoine is qualified to act as a director
due to his  extensive  business  experience  and success in the  turnaround  and
growth of global businesses.

     CEL-SCI's   nominating   committee,   consisting  of  Mr.  Esterhazy,   Mr.
Baillavoine  and Dr.  Young,  has  nominated  Geert  R.  Kersten,  Alexander  G.
Esterhazy,  Peter R.  Young  and Bruno  Baillavoine  to stand  for  election  as
directors  at  the  annual   meeting.   Unless  the  proxy   contains   contrary
instructions,  it is intended that the proxies will be voted for the election of
the nominees to the board of  directors.  In case any nominee shall be unable or
shall  fail to act as a  director  by virtue of an  unexpected  occurrence,  the
proxies may be voted for such other person or persons as shall be  determined by
the persons  acting under the proxies in their  discretion.  All nominees to the
board of directors  have consented to stand for election.  CEL-SCI's  Nominating
Committee  Charter  can be  reviewed  at  CEL-SCI's  website:  cel-sci.com/about
cel-sci/corporate overview.

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

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

                                       8


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

     Alexander  G.  Esterhazy,   Peter  R.  Young  and  Bruno   Baillavoine  are
independent  as that term is defined in section 803 of the listing  standards of
the NYSE MKT.

     CEL-SCI's  Board of  Directors  met four times during the fiscal year ended
September 30, 2016.  All of the Directors  attended  these  meetings,  either in
person or by telephone conference call. In addition,  the Board of Directors had
a number of informal telephonic meetings during the course of the year.

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

     If a violation of this code of ethics act is discovered  or suspected,  the
Senior  Officer  must  (anonymously,  if  desired)  send a detailed  note,  with
relevant  documents,  to CEL-SCI's  Audit  Committee,  c/o Dr. Peter Young,  208
Hewitt Drive, Suite 103-143, Waco, TX 76712.

     CEL-SCI does not have a policy with regard to Board member's  attendance at
annual meetings.  All Board members,  with the exception of Alexander Esterhazy,
attended the last annual shareholder's meeting held on July 22, 2016.

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

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

Executive Compensation

Compensation Discussion and Analysis

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

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

Compensation Philosophy

     CEL-SCI's  compensation  philosophy  extends  to all  employees,  including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's  objective is to pay fairly based upon the employee's position,

                                       9


experience  and  individual  performance.  Employees  may  be  rewarded  through
additional   compensation  when  CEL-SCI  meets  or  exceeds  targeted  business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level  of  responsibility  increases,  a  greater  portion  of his or her  total
potential compensation becomes contingent upon annual performance.

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

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

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

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

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

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

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

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

Review of Executive Officer Compensation

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

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

Components of Compensation - Executive Officers

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

     o    Base Salary

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

     o    Benefits

     These  components   provide  a  balanced  mix  of  base   compensation  and
compensation  that  is  contingent  upon  each  executive  officer's  individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable  level of security  through base salary and benefits.  CEL-SCI

                                       10


wants to ensure that the  compensation  programs are  appropriately  designed to
encourage  executive  officer  retention and  motivation  to create  shareholder
value. The Compensation  Committee believes that CEL-SCI's stockholders are best
served when  CEL-SCI can attract and retain  talented  executives  by  providing
compensation packages that are competitive but fair.

     In  past  years,  base  salaries,   benefits  and  incentive   compensation
opportunities  were generally  targeted near the median of general survey market
data derived from indices covering similar biotech/pharmaceutical companies. The
companies  included Advaxis,  Inc., Amicus  Therapeutics,  Inc.,  Celsion Corp.,
CytRx  Corporation,   GERON  Corp,  Idera   Pharmaceuticals,   Inc.,   Northwest
Biotherapeutics,  Inc., Oragenics, Inc., StemCells, Inc., TG Therapeutics, Inc.,
Venaxis,  Inc., Arrowhead Research Corp, CorMedix Inc., Fibrocell Science, Inc.,
Hemispherx Biopharma, Inc., Opexa Therapeutics,  Inc., Mateon Therapeutics, Inc.
(formerly OXiGENE, Inc.), Catalyst Bioscience,  Inc., Tenax Therapeutics,  Inc.,
Trovagene, Inc. and ZIOPHARM Oncology, Inc.

     During fiscal year 2014,  CEL-SCI used a third party  consultant to provide
it with  recommendations  for strategic  long term  incentive  compensation  for
certain key executives. The recommendation resulted in the formation of the 2014
Incentive  Stock Bonus Plan that was voted on and passed by the  shareholders at
the annual meeting on July 22, 2014.

Base Salaries

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

     A  further  consideration  in  establishing  compensation  for  the  senior
employees is their long term history with CEL-SCI.  Taken into consideration are
factors that have helped CEL-SCI survive in times when it was financially  weak,
such as:  willingness to accept salary cuts,  willingness  not to be paid at all
for  extended  time  periods,  and in general an attitude  that  helped  CEL-SCI
survive during financially difficult times.

Long-Term Incentives

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

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

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

     o    Provide focus, motivation and retention incentive; and

     o    Provide competitive levels of total compensation.

     CEL-SCI's  management believes that the pricing for biotechnology stocks is
highly  inefficient  until the time of  product  sales.  As such,  any long term
compensation  tied to progress as measured by share price is not as efficient as

                                       11


it should be. The plan approved by the  shareholders in July 2014,  which covers
senior  and  mid-level  employees,  seeks to  address  this  issue by  rewarding
employees for meeting major operational  milestones and  significantly  improved
share prices.

Benefits

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

     All executive officers are eligible to participate in CEL-SCI's 401(k) plan
on the same basis as its other employees.  CEL-SCI matches with shares of common
stock that have a value  equal to 100% of each  employee's  contribution  not to
exceed the lesser of $1,000 or 6% of his or her salary.

Compensation Table

     The following table sets forth in summary form the compensation received by
(i) the Chief Executive and Financial  Officer of CEL-SCI and (ii) by each other
executive officer of CEL-SCI who received in excess of $100,000 during the three
fiscal years ended September 30, 2016.

                                                               All
                                           Restricte          Other
                                            Stock    Option   Compen-
Name and              Fiscal Salary  Bonus  Awards   Awards   sation
Principal Position     Year   (1)     (2)     (3)      (4)      (5)       Total
------------------     ----  -----    ---   ------    -----   ---------   -----
                               $       $       $        $        $          $

Maximilian de Clara,   2016  345,618   --         --   46,352  40,000   431,970
Former President (6)   2015  332,750   --         --   69,190  40,000   441,940
                       2014  393,250   --         --  298,648  73,183   765,081


Geert R. Kersten,      2016  558,432   --     15,900       --  54,981   629,314
Chief Executive        2015  514,083   --     16,050       --  54,981   585,114
Officer and Treasurer  2014  584,621   --  3,236,526   82,917  57,581 3,961,645

Patricia B. Prichep,   2016  245,804   --     14,725       --   9,031   269,559
Senior Vice President  2015  235,702   --     14,128       --   6,906   256,736
of Operations and      2014  247,852   --  1,735,938    5,278   6,531 2,045,599
Secretary

Eyal Talor, Ph.D.,     2016  303,597   --      9,600       --   6,031   319,227
Chief Scientific
Officer                2015  290,983   --      9,600       --   6,031   306,613
                       2014  283,283   --  1,731,290   55,278   6,031 2,075,882

Daniel Zimmerman,
Ph.D.,                 2016  228,413   --     13,708   37,081   6,031   285,233
Senior Vice
President of           2015  219,026   --     13,148   52,003   6,031   290,209
Research, Cellular     2014  213,231   --     13,274  227,319   6,031   459,855
Immunology

John Cipriano,         2016  211,405   --         --       --      31   211,437
Senior Vice
President of           2015  202,718   --         --       --      31   202,749
Regulatory Affairs     2014  197,354   --    888,614   41,549      31 1,127,458


(1)  The dollar value of base salary (cash and non-cash) earned. The officers of
     the Company received stock in lieu of salary increases in FY 2016 and 2015.

                                       12


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

(3)  The fair value of the shares of restricted  stock issued during the periods
     covered by the table is shown as  compensation  for services to the persons
     listed in the table.  For all persons listed in the table,  the shares were
     issued  as  CEL-SCI's  contribution  on behalf  of the  named  officer  who
     participates  in CEL-SCI's  401(k)  retirement plan and, by far the largest
     part,  restricted  shares issued from the 2014  Incentive  Stock Bonus Plan
     that was voted on and passed by the  shareholders  at the annual meeting on
     July 22,  2014.  These  shares are not  vested and are held in escrow.  The
     shares  will only be earned  upon the  achievement  of  certain  milestones
     leading to the  commercialization  of CEL-SCI's  Multikine  technology,  or
     specified  increases  in  the  market  price  of  CEL-SCI's  stock.  If the
     performance  or market  criteria are not met as specified in the  Incentive
     Stock Bonus Plan, all or a portion of the awarded shares will be forfeited.
     The value of all stock awarded  during the periods  covered by the table is
     calculated  according to ASC 718-10-30-3  which  represented the grant date
     fair value.

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

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

(6)  On August 31, 2016, Mr. de Clara resigned as President for personal  health
     reasons.

Employee Pension, Profit Sharing or Other Retirement Plans

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2016 expenses for this plan were $168,262.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2016

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

Maximilian de Clara (3)   $ 40,000        -            46,352       $ 86,352
(3)
Geert Kersten             $ 40,000        -                 -       $ 40,000
Alexander Esterhazy       $ 45,000        -            46,352       $ 91,352
Peter R. Young            $ 50,000        -            46,352       $ 96,352
Bruno Baillavoine         $ 45,000        -            46,352       $ 91,352

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

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

(3)  On August 31, 2016, Mr. de Clara resigned as President for personal  health
     reasons.

                                       13


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

     On August 31, 2016  Maximilian de Clara resigned as an officer and director
of the  Company.  In  consideration  for Mr. de  Clara's  past  services  to the
Company,  the Company  entered into a  Termination  Agreement  with Mr. de Clara
which provided for the following:

     1.   The Company  issued 650,000  restricted  shares of its common stock to
          Mr. de Clara.  The first  325,000  shares were issued  promptly  after
          August 31, 2016. Of the first 325,000  shares,  none of the shares may
          be sold prior to February  28,  2017.  Starting on February  28, 2017,
          each month the Company  will remove the  restrictive  legend on 65,000
          shares.  The second  325,000 shares will be issued on August 31, 2017,
          but may not be sold prior to February 28,  2018.  Starting on February
          28, 2018, each month the Company will remove the restrictive legend on
          65,000  shares.  The  foregoing  procedure  will  continue  until  the
          restricted legend has been removed on all 650,000 shares.

     2.   All options held by Mr. de Clara vested as of August 31, 2016.

Employment Contracts

Geert Kersten

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Geert Kersten,  CEL-SCI's Chief Executive Officer. The employment agreement
with  Mr.  Kersten,  which  is  essentially  the  same  as Mr.  Kersten's  prior
employment  agreement,  as amended on August 30, 2013, provided that, during the
term of the  agreement,  CEL-SCI  would  pay Mr.  Kersten  an  annual  salary of
$559,052,  plus any increases in proportion to salary increases granted to other
senior  executive  officers of CEL-SCI,  as well any  increases  approved by the
Board of Directors during the period of the employment agreement.

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

     If Mr. Kersten  resigns within ninety (90) days of the occurrence of any of
the following events:  (i) a reduction in Mr. Kersten's salary (ii) a relocation
(or demand for  relocation) of Mr.  Kersten's  place of employment to a location
more  than ten  (10)  miles  from  his  current  place  of  employment,  (iii) a
significant and material  reduction in Mr.  Kersten's  authority,  job duties or
level  of   responsibility   or  the  imposition  of  significant  and  material
limitations on the Mr. Kersten's  autonomy in his position,  or (iv) a Change in
Control,  then the employment  agreement will be terminated and Mr. Kersten will
be entitled to receive a lump-sum  payment  from  CEL-SCI  equal to 24 months of
salary  ($1,118,104)  and the unvested  portion of any stock  options would vest
immediately ($590,329). For purposes of the employment agreement a change in the
control of CEL-SCI means: (1) the merger of CEL-SCI with another entity if after
such  merger  the  shareholders  of  CEL-SCI  do not own at least  50% of voting
capital stock of the surviving corporation; (2) the sale of substantially all of
the assets of  CEL-SCI;  (3) the  acquisition  by any person of more than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent directors.

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

                                       14


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

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

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement with Ms.  Prichep,  which is  essentially  the same as Ms.
Prichep's prior  employment  agreement  entered into on August 30, 2013 provided
that, during the term of the agreement,  CEL-SCI would pay Ms. Prichep an annual
salary of $245,804 plus any increases  approved by the Board of Directors during
the period of the employment agreement.

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The employment
agreement  with Dr. Talor,  which is  essentially  the same as Dr. Talor's prior
employment  agreement entered into on August 30, 2013, provided that, during the
term of the agreement,  CEL-SCI would pay Dr. Talor an annual salary of $303,453
plus any increases  approved by the Board of Directors  during the period of the
employment agreement.

     If Ms.  Prichep  or Dr.  Talor  resigns  within  ninety  (90)  days  of the
occurrence  of any of the  following  events:  (i) a  relocation  (or demand for
relocation)  of employee's  place of employment to a location more than ten (10)
miles from the employee's  current place of employment,  (ii) a significant  and
material  reduction  in  the  employee's  authority,  job  duties  or  level  of
responsibility  or (iii) the imposition of significant and material  limitations
on the employee's autonomy in her or his position, the employment agreement will
be  terminated  and the  employee  will  be  paid  the  salary  provided  by the
employment agreement through the date of termination and the unvested portion of
any stock options held by the employee will vest immediately.

     In the event there is a change in the control of  CEL-SCI,  the  employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign  from her or his  position  at CEL-SCI  and receive a
lump-sum  payment  from  CEL-SCI  equal to 18  months of  salary  ($368,706  and
$455,180  respectively).  In addition, the unvested portion of any stock options
held by the employee will vest immediately ($108,010 and $108,010 respectively).
For purposes of the  employment  agreements,  a change in the control of CEL-SCI
means:  (1) the merger of CEL-SCI with  another  entity if after such merger the
shareholders  of CEL-SCI do not own at least 50% of voting  capital stock of the
surviving  corporation;  (2) the  sale of  substantially  all of the  assets  of
CEL-SCI;  (3) the acquisition by any person of more than 50% of CEL-SCI's common
stock;  or (4) a change in a majority of CEL-SCI's  directors which has not been
approved by the incumbent directors.

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

Compensation Committee Interlocks and Insider Participation

     CEL-SCI has a compensation  committee comprised of Mr. Alexander Esterhazy,
Mr.  Bruno  Baillavoine  and  Dr.  Peter  Young,  all of  whom  are  independent
directors.

                                       15


     During the year ended  September  30, 2016, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

Loan from Officer and Director

     Between  December 2008 and June 2009,  CEL-SCI's  former  President,  and a
director, Maximilian de Clara, loaned CEL-SCI $1,104,057.  Between July 2009 and
July 2015,  the loan from Mr. de Clara bore  interest at 15% per year. At Mr. de
Clara's option,  the loan was convertible into shares of CEL-SCI's common stock,
determined by dividing the amount to be converted by $4.00.  In accordance  with
the loan  agreement,  CEL-SCI issued Mr. de Clara  warrants to purchase  164,824
shares of  CEL-SCI's  common  stock  exercisable  at a price of $4.00 per share.
These warrants expired on December 24, 2014. In  consideration  for an extension
of the due date,  Mr. de Clara received  warrants to purchase  184,930 shares of
CEL-SCI's common stock exercisable at a price of $5.00 per share. These warrants
expired on January 6, 2015.  In  consideration  of Mr. de Clara's  agreement  to
subordinate his note to the convertible preferred shares and convertible debt as
part of a prior year settlement agreement, CEL-SCI extended the maturity date of
the  note to July 6,  2015.  In  August  2014,  the  loan  and  warrants,  which
subsequently expired, were transferred to the de Clara Trust, of which CEL-SCI's
Chief Executive Officer, Geert Kersten, is currently a beneficiary. Mr. de Clara
continued to receive the interest payments.  In October 2014, 2,844,627 Series N
warrants were transferred to the Trust.

     On June 29, 2015, CEL-SCI extended the maturity date of the note to July 6,
2017,  lowered the interest rate to 9% per year and changed the conversion price
to $0.59,  the closing  stock price on the  previous  trading day. The new terms
were effective July 7, 2015. Concurrently,  CEL-SCI extended the expiration date
of the Series N warrants,  which are  exercisable at a price of $0.53 per share,
to August 18, 2017.

     On October 11, 2015,  at the request of Lake  Whillans  Vehicle I, LLC, the
note was extended for one year to July 6, 2018.

     On January 12,  2016,  CEL-SCI  owed the de Clara Trust  $1,105,989,  which
amount included accrued and unpaid  interest.  On January 13, 2016, the de Clara
Trust  demanded  payment  on the note  payable.  At the same time  CEL-SCI  sold
3,000,000  shares of its common stock and 3,000,000  Series X warrants to the de
Clara Trust for approximately $1,100,000. Each warrant allows the de Clara Trust
to purchase one share of CEL-SCI's common stock at a price of $0.37 per share at
any time on or before January 13, 2021.

Stock Option, Bonus and Compensation Plans

     CEL-SCI has Incentive  Stock  Option,  Non-Qualified  Stock  Option,  Stock
Bonus,  and Stock  Compensation  Plans as well as an Incentive Stock Bonus Plan.
All Stock  Option,  Bonus and  Compensation  Plans  have  been  approved  by the
stockholders.  A summary description of these Plans follows. In some cases these
Plans are collectively referred to as the "Plans".

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

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

                                       16


     The purchase price per share of common stock purchasable under an option is
determined by CEL-SCI's  Compensation Committee but cannot be less than the fair
market value of the common stock on the date of the grant of the option (or 110%
of the  fair  market  value  in the case of a  person  owning  more  than 10% of
CEL-SCI's outstanding shares).

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

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

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

     Incentive  Stock Bonus  Plan.  Under the 2014  Incentive  Stock Bonus Plan,
shares of CEL-SCI's  common stock may be issued to executive  officers and other
employees who contribute significantly to the success of CEL-SCI, to participate
in its future  prosperity  and growth and aligns their  interests  with those of
CEL-SCI's  shareholders.  The  purpose  of the  Plan  is to  provide  long  term
incentive for outstanding  service to CEL-SCI and its shareholders and to assist
in recruiting  and retaining  people of  outstanding  ability and  initiative in
executive and management positions.

     Other  Information  Regarding  the  Plans.  The Plans are  administered  by
CEL-SCI's  Compensation  Committee ("the Committee"),  each member of which is a
director of CEL-SCI.  The members of the  Committee  were  selected by CEL-SCI's
Board of Directors  and serve for a one-year  tenure and until their  successors
are elected.  A member of the  Committee may be removed at any time by action of
the Board of Directors.  Any vacancies  which may occur on the Committee will be
filled by the Board of Directors.  The Committee is vested with the authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Committee is empowered to select those persons to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

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

                                       17


at least one year prior to such  exercise.  A combination  of cash and shares of
common stock may also be permitted at the discretion of the Committee.

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

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

Stock Options

     The following tables show information concerning the options granted during
the fiscal year ended September 30, 2016, to the persons named below:

                                 Options Granted
                                 ---------------

                                          Options     Exercise    Expiration
Name                        Grant Date    Granted      Price         Date
----                        ----------    -------     --------    ----------

Daniel Zimmerman            7/22/2016     100,000       $0.47     7/21/2026
Alexander Esterhazy         7/22/2016     125,000       $0.47     7/21/2026
Peter Young                 7/22/2016     125,000       $0.47     7/21/2026
Bruno Baillavoine           7/22/2016     125,000       $0.47     7/21/2026
Maximilian de Clara         7/22/2016     125,000       $0.47     7/21/2026


     The following tables show information  concerning the options cancelled and
exercised  during the fiscal year ended September 30, 2016, to the persons named
below:

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

                                      None

                                Options Exercised
                                -----------------

                        Date of        Shares Acquired      Value
        Name           Exercise          On Exercise       Realized
        ----           --------         ------------       --------

                                      None


                                       18



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

                    Shares underlying unexercised
                           Option which are:
                   ------------------------------    Exercise   Expiration
Name                Exercisable     Unexercisable      Price      Date
-------             -----------     -------------    --------   ----------

Maximilian de
Clara                 20,000                           6.30       09/13/17
                      20,000                           6.20       03/04/18
                     143,625                           2.50       04/23/19
                      50,000 (2)                       3.80       07/06/19
                      25,000                           3.80       07/20/19
                      25,000                           4.80       07/20/20
                      25,000                           6.90       04/14/21
                      47,200                           3.20       12/01/16
                      37,500                           3.90       05/17/22
                     100,000                           2.80       12/17/17
                      37,500                           2.10       06/30/23
                      75,000                           1.09       02/25/24
                     100,000                           1.10       08/05/24
                     150,000                           1.08       08/25/24
                     125,000                           0.66       06/21/25
                     125,000                           0.47       07/21/26
                  ----------
                  1,105,825


Geert R. Kersten     20,000                           6.30        09/13/17
                     20,000                           6.20        03/04/18
                    183,861 (1)                       2.50        04/23/19
                    133,334 (2)                       3.80        07/06/19
                     30,000                           3.80        07/20/19
                     30,000                           4.80        07/20/20
                     30,000                           6.90        04/14/21
                    125,440                           3.20        12/01/16
                     45,000                           3.90        05/17/22
                    189,000                           2.80        12/17/17
                    195,549                           2.80        12/17/22
                     45,000                           2.10        06/30/23
                     60,000                           1.09        02/25/24
                 ----------
                 1,107,184
                                    266,666 (2)      3.80         07/06/19
                                    304,451          2.80         12/17/22
                                     30,000          1.09         02/25/24
                                   --------
                                    601,117


Patricia B.
Prichep             10,000                            6.30       09/13/17
                    10,000                            6.20       03/04/18
                    71,710 (1)                        2.50       04/23/19
                   100,000 (2)                        3.80       07/06/19
                    15,000                            3.80       07/20/19
                    15,000                            4.80       07/20/20
                    15,000                            6.90       04/14/21
                    38,520                            3.20       12/01/16
                    30,000                            3.90       05/17/22
                    58,000                            2.80       12/17/17
                    81,187                            2.80       12/17/22
                    30,000                            2.10       06/30/23
                    40,000                            1.09       02/25/24

                                       19


                  ----------
                  514,417
                                    200,000 (2)       3.80       07/06/19
                                     68,813           2.80       12/17/22
                                     20,000           1.09       02/25/24
                                  ---------
                                    288,813

Eyal Talor, Ph.D.  10,000                             6.30        09/13/17
                   10,000                             6.20        03/04/18
                   24,082 (1)                         2.50        04/23/19
                  100,000 (2)                         3.80        07/06/19
                   15,000                             3.80        07/20/19
                   15,000                             4.80        07/20/20
                   15,000                             6.90        04/14/21
                   27,773                             3.20        12/01/16
                   30,000                             3.90        05/17/22
                   37,417                             2.80        12/17/17
                   81,187                             2.80        12/17/22
                   30,000                             2.10        06/30/23
                   40,000                             1.09        02/25/24
                 --------
                 435,459
                                    200,000 (2)       3.80        07/06/19
                                     68,813           2.80        12/17/22
                                     20,000           1.09        02/25/24
                                   --------
                                    288,813

Daniel Zimmerman,
Ph.D.               7,500                            6.30        09/13/17
                    7,500                            6.20        03/04/18
                   15,000                            4.80        07/20/20
                   15,000                            6.90        04/14/21
                   25,200                            3.20        12/01/16
                   22,500                            3.90        05/17/22
                   39,200                            2.80        12/17/17
                   22,500                            2.10        06/30/23
                   30,000                            1.09        02/25/24
                  133,334                            1.10        08/05/24
                   33,334                            0.62        06/25/25
                ----------
                  351,068

                                     15,000          1.09        02/25/24
                                     66,666          1.10        08/05/24
                                     66,666          0.62        06/25/25
                                    100,000          0.47        07/21/26
                                   --------
                                    248,332

John Cipriano      7,500                             6.30        09/13/17
                   7,500                             6.20        03/04/18
                  15,000                             4.80        07/20/20
                  15,000                             6.90        04/14/21
                   1,600                             3.20        12/01/16
                  10,000                             2.50        09/30/19
                  22,500                             3.90        05/17/22
                  22,500                             2.10        06/30/23

                                       20


                  30,000                            1.09        02/25/24
                --------
                 131,600
                                    15,000          1.09        02/25/24
                                 ---------
                                    15,000

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

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

     Summary.  The  following  shows  certain  information  as of March 15, 2017
concerning  the stock options and stock bonuses  granted by CEL-SCI  pursuant to
the Plans.  Each option  represents the right to purchase one share of CEL-SCI's
common stock.

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

Incentive Stock Option         3,460,000   1,648,966        N/A     1,511,334
Plans
Non-Qualified Stock Option     9,680,000   6,531,752        N/A     2,420,630
   Plans
Bonus Plans                    5,594,000        N/A    4,003,926    1,589,247
Stock Compensation Plan        3,350,000        N/A    2,087,257    1,229,692
Incentive Stock Bonus Plan    16,000,000        N/A   15,600,000      400,000

     Of the shares  issued  pursuant to CEL-SCI's  Stock Bonus Plans,  1,680,918
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to CEL-SCI's  Incentive and  Non-Qualified
Stock Option Plans as of September 30, 2016,  CEL-SCI's  most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.

                        Number of       Weighted
                      Securities to     Average
                     be Issued Upon     Exercise         Number of Options
                       Exercise of      Price of        Remaining Available
                       Outstanding    Outstanding       For Future Issuance
Plan category           Options         Options           Under Plans
------------         -------------    -----------      -----------------

Incentive Stock        1,648,966        $ 2.97           1,511,334
   Option Plans
Non-Qualified Stock    6,940,321        $ 2.23           2,059,261
   Option Plans

                                       21


Compensation Committee

     During the year ending  September  30,  2016,  CEL-SCI  had a  Compensation
Committee  which was  comprised  of Alexander  Esterhazy,  Peter Young and Bruno
Baillavoine.  During  the  year  ended  September  30,  2016,  the  Compensation
Committee  formerly met on two occasions to amend the vesting of awarded  shares
issued from the 2014 Incentive  Stock Bonus Plan and to approve the  termination
agreement with Mr. de Clara.

     The following is the report of the Compensation Committee:

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

     CEL-SCI's long-term incentive program formerly consisted of periodic grants
of stock  options  with an  exercise  price  equal to the fair  market  value of
CEL-SCI's  common stock at the close of the  previous  trading day. To encourage
retention, the ability to exercise options granted under the program was subject
to vesting restrictions.  Decisions made regarding the timing and size of option
grants  took into  account the  performance  of both  CEL-SCI and the  employee,
"competitive market" practices,  and the size of the option grants made in prior
years. The weighting of these factors varied and was subjective.

     Since  share  price  and  performance   targets  during  the  lengthy  drug
development process are not always logically aligned, a major change in the long
term  incentive  plan for senior and middle  management  was introduced in 2014.
This  substituted  restricted  shares issued from the 2014 Incentive Stock Bonus
Plan that was voted on and passed by the  shareholders  at the annual meeting on
July 22, 2014 for options. These shares were not vested at issuance and are held
in  escrow.  The  shares  will only be earned  upon the  achievement  of certain
milestones leading to the commercialization of CEL-SCI's Multikine technology or
upon  specified  increases  in the market price of  CEL-SCI's  stock.  The first
milestone  for the  restricted  stock was  reached  in  January  2015;  however,
CEL-SCI's  Compensation  Committee  amended the term of the restricted  stock so
that is the shares are not vested and still held in escrow.  If the  performance
or market  criteria are not met as specified in the  Incentive  Stock Bonus Plan
ten years after the grant date, then the portion of the awarded shares that have
not been earned will be forfeited.

     On August 31, 2016  Maximilian de Clara resigned as an officer and director
of CEL-SCI.  In  consideration  for Mr. de Clara's past services to the Company,
the  Company  entered  into a  Termination  Agreement  with Mr.  de  Clara.  The
Termination Agreement was approved by CEL-SCI's Compensation Committee.

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Geert Kersten,  CEL-SCI's Chief Executive Officer. The employment agreement
with  Mr.  Kersten,  which  is  essentially  the  same  as Mr.  Kersten's  prior
employment  agreement,  as amended on August 30, 2013, provided that, during the
term of the  agreement,  CEL-SCI  would  pay Mr.  Kersten  an  annual  salary of
$559,052,  plus any increases in proportion to salary increases granted to other
senior  executive  officers of CEL-SCI,  as well any  increases  approved by the
Board of Directors during the period of the employment agreement.

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement with Ms.  Prichep,  which is  essentially  the same as Ms.
Prichep's prior  employment  agreement  entered into on August 30, 2013 provided
that, during the term of the agreement,  CEL-SCI would pay Ms. Prichep an annual
salary of $245,804 plus any increases  approved by the Board of Directors during
the period of the employment agreement.

     On August 31, 2016, CEL-SCI entered into a three-year  employment agreement
with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The employment
agreement  with Dr. Talor,  which is  essentially  the same as Dr. Talor's prior

                                       22


employment  agreement entered into on August 30, 2013, provided that, during the
term of the agreement,  CEL-SCI would pay Dr. Talor an annual salary of $303,453
plus any increases  approved by the Board of Directors  during the period of the
employment agreement.

     During  the year  ending  September  30,  2016,  the  compensation  paid to
CEL-SCI's other executive officers was based on a variety of factors,  including
the  performance in the  executive's  area of  responsibility,  the  executive's
individual  performance,  the  executive's  experience  in his or her role,  the
executive's  length of service with CEL-SCI,  the  achievement of specific goals
established  for CEL-SCI and its  business,  and, in certain  instances,  to the
achievement of individual goals.

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

     During the year ended  September 30, 2016,  CEL-SCI granted options for the
purchase of 225,000  shares of CEL-SCI's  common  stock to  CEL-SCI's  executive
officers. In granting the options to CEL-SCI's executive officers,  the Board of
Directors  considered  the same factors  which were used to  determine  the cash
compensation paid to such officers.

     Except as  otherwise  disclosed  in this proxy  statement,  during the year
ended  September 30, 2016,  CEL-SCI did not issue any shares of its common stock
to CEL-SCI's officers or directors in return for services provided to CEL-SCI.

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

                               Alexander Esterhazy
                                   Peter Young
                                Bruno Baillavoine

     CEL-SCI's  Compensation  Committee  Charter can be  reviewed  at  CEL-SCI's
website: cel-sci.com/about cel-sci/corporate overview.

Audit Committee

     During the year ended  September 30, 2016,  CEL-SCI had an Audit  Committee
comprised of Alexander Esterhazy, Peter Young and Bruno Baillavoine. All members
of the Audit  Committee  were  independent as defined by Section 803 of the NYSE
MKT Listing  Standards.  Dr.  Young  serves as the audit  committee's  financial
expert.  The  purpose  of the Audit  Committee  is to  review  and  approve  the
selection of CEL-SCI's independent  registered public accounting firm and review
CEL-SCI's  financial  statements with CEL-SCI's  independent  registered  public
accounting firm.

     During the fiscal year ended  September 30, 2016,  the Audit  Committee met
four times. All members of the Audit Committee attended these meetings.

                                       23


     The following is the report of the Audit Committee:

     (1)  The Audit Committee reviewed and discussed CEL-SCI's audited financial
          statements  for the year  ended  September  30,  2016  with  CEL-SCI's
          management.

     (2)  The Audit Committee  discussed with CEL-SCI's  independent  registered
          public  accounting firm the matters  required to be discussed by PCAOB
          (Public   Company   Accounting   Oversight   Board)  Standard  No.  16
          "Communication with Audit Committees".

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

     (4)  Based on the  review  and  discussions  referred  to above,  the Audit
          Committee  recommended  to the  Board of  Directors  that the  audited
          financial  statements  be included in CEL-SCI's  Annual Report on Form
          10-K  for the year  ended  September  30,  2016  for  filing  with the
          Securities and Exchange Commission.

     (5)  During the year ended  September 30, 2016,  CEL-SCI paid BDO USA, LLP,
          CEL-SCI's  independent  registered  public  accounting  firm, fees for
          professional  services  rendered  for the  audit of  CEL-SCI's  annual
          financial  statements  and the  reviews  of the  financial  statements
          included  in  CEL-SCI's  10-Q  reports  for the  fiscal  year  and all
          regulatory  filings.  The Audit Committee is of the opinion that these
          fees are consistent  with BDO USA, LLP  maintaining  its  independence
          from CEL-SCI.

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

                             Alexander G. Esterhazy
                                   Peter Young
                                Bruno Baillavoine

     CEL-SCI's  Board of Directors  has adopted a written  charter for the Audit
Committee.  CEL-SCI's  Audit  Committee  Charter can be  reviewed  at  CEL-SCI's
website: cel-sci.com/about cel-sci/corporate overview.

                     PROPOSAL TO APPROVE THE ADOPTION OF THE
                      2017 NON-QUALIFIED STOCK OPTION PLAN

     Shareholders  are being requested to approve the adoption of CEL-SCI's 2017
Non-Qualified  Stock  Option Plan.  CEL-SCI's  employees,  directors,  officers,
consultants,  and advisors are  eligible to be granted  options  pursuant to the
2017  Non-Qualified Plan as may be determined by CEL-SCI's Board of Directors or
the  Compensation  Committee,  provided  however that bona fide services must be
rendered  by such  consultants  or  advisors  and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

     The 2017  Non-Qualified  Plan  authorizes  the issuance of up to 20,000,000
shares of  CEL-SCI's  common  stock to persons  that  exercise  options  granted
pursuant to the Plan. As of March 15, 2017,  CEL-SCI had not granted any options
to purchase shares of common stock under the 2017 Non-Qualified Plan.

     The 2017  Non-Qualified  Plan will function and be administered in the same
manner as CEL-SCI's other  Non-Qualified Plans except that the exercise price of
any options granted pursuant to 2017 Plan may not be changed, except in the case

                                       24


of  stock  splits,   reorganizations  or  recapitalizations  and  there  are  no
provisions  requiring CEL-SCI to pay cash for an option under any circumstances.
The Board of Directors  recommends that the  shareholders of CEL-SCI approve the
adoption of the 2017 Non-Qualified Plan.

                     PROPOSAL TO APPROVE THE ADOPTION OF THE
                              2017 STOCK BONUS PLAN

     Shareholders  are being requested to approve the adoption of CEL-SCI's 2017
Stock  Bonus  Plan.  The  purpose  of the 2017  Stock  Bonus  Plan is to furnish
additional  compensation  and  incentives  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  and to allow  CEL-SCI to continue to make
contributions  to its 401(k)  plan with  shares of its common  stock  instead of
cash.

     Since 1993 CEL-SCI has maintained a defined  contribution  retirement  plan
(also known as a 401(k) Plan) covering  substantially  all CEL-SCI's  employees.
Since  1998  CEL-SCI's  contribution  to the  plan has been  made in  shares  of
CEL-SCI's  common  stock as opposed to cash.  CEL-SCI's  contribution  of common
stock is made  quarterly and is valued based upon the price of CEL-SCI's  common
stock  on  the  NYSE  MKT.  The  Board  of  Directors  is of  the  opinion  that
contributions to the 401(k) plan with shares of CEL-SCI's common stock serves to
further align the interest of CEL-SCI's employees with CEL-SCI's shareholders.

     The 2017 Stock Bonus Plan, if adopted, will authorize the issuance of up to
4,000,000  shares of CEL-SCI's  common stock to persons  granted  stock  bonuses
pursuant to the plan.  As of March 15,  2017,  CEL-SCI had not granted any stock
bonuses pursuant to the 2017 Stock Bonus Plan.

     The 2017 Stock Bonus Plan will  function  and be  administered  in the same
manner  as  CEL-SCI's  existing  Stock  Bonus  Plans.  The  Board  of  Directors
recommends  that the  shareholders  of CEL-SCI  approve the adoption of the 2017
Stock Bonus Plans.


          PROPOSAL TO GIVE THE BOARD OF DIRECTORS THE AUTHORIZATION TO
        REVERSE SPLIT CEL-SCI'S COMMON STOCK AT ANY TIME BEFORE THE 2018
          ANNUAL MEETING IF THE BOARD OF DIRECTORS BELIEVES THIS TO BE
                 IN THE BEST INTEREST OF CEL-SCI'S SHAREHOLDERS

     Stockholders  are being  requested to give the Company's Board of Directors
the  authorization  to reverse  split the  outstanding  shares of the  Company's
common  stock by a ratio  that  will be  determined  by the  Company's  Board of
Directors,  provided  that,  in any case,  the  reverse  split ratio will not be
greater than 1 for 25. The Company's Board of Directors reserves the right, even
after stockholder  approval,  to forego the reverse stock split if it determines
such action is not in the Company's  best interests or the best interests of the
Company's  shareholders.  In fact,  in prior  years the Board of  Directors  had
received shareholder permission to proceed with a reverse split, but elected not
to move  forward  with it. If the Board of  Directors  does not proceed with the
reverse  split,  shareholder  approval for  authorization  to reverse  split the
Company's common stock will expire at the 2018 Annual Meeting  Shareholders.  If
the  reverse  split  is  abandoned,  the  Board  of  Directors  may  again  seek
stockholder  approval at a future  date for a reverse  stock split if it deems a
reverse stock split to be advisable at that time.

     If the Board of  Directors  were to decide to move  forward  with a reverse
stock split following  shareholder approval of such an action, the goal would be
to have a resulting share price for the Company's common stock between $2.00 and
$4.00.  The Company's  Board of Directors has not made any  determination  as to
whether it will actually  proceed with a reverse  split of the Company's  common
stock; it is only seeking  shareholders'  approval for such a step at this time.
The  Company's  Board of Directors  believes  that,  since it is not possible to
predict  future  market  conditions,  it would be in the best  interests  of the
shareholders to adopt a proposal that allows the Board of Directors to determine

                                       25


whether or not to proceed with a reverse stock split and if so, to determine the
ratio of the stock split.

     In considering  whether a reverse stock split may be desirable the Board of
Directors will take into consideration four factors:

     1)   On December 9, 2016,  the Company  received a written  notice from the
          NYSE MKT, the exchange upon which the Company's stock is traded,  that
          the Company is not in compliance  with the NYSE MKT continued  listing
          requirements.  Although the Company  currently has until June 11, 2018
          to regain  compliance,  based upon  discussions with the NYSE MKT, the
          Board of Directors believes that a higher share price may be important
          to  improving  the  Company's  chances to meet the NYSE MKT  continued
          listing requirements.

     2)   Most brokerage  firms, a majority of investment  funds, and almost all
          mutual funds are prohibited from purchasing or recommending to clients
          lower-priced  securities  such as the Company's  common stock. If they
          are permitted to purchase lower-priced securities, most of those firms
          or funds  require a higher  level of  paperwork  and  internal  review
          making the purchase less attractive.  Therefore,  the Company believes
          that  the fact  that  the  Company's  common  stock is a  lower-priced
          security  eliminates  many  potential  investors  from  purchasing our
          common  stock based on the stock price  alone,  severely  limiting the
          potential for share price  improvement  upon the  achievement of major
          events.  Therefore,  a reverse  split could  enhance the appeal of the
          Company's  common  stock to the  financial  community  resulting  in a
          broader market for the common stock than that which currently exists.

     3)   Recognized   analysts   generally  will  not  recommend   lower-priced
          securities.

     4)   The  Company's  low share  price may  create the  impression  that the
          Company is not credible.


     The  proposed   reverse  stock  split  would  combine  a  whole  number  of
outstanding shares of the Company's common stock into one share of common stock,
thus  reducing  the number of  outstanding  shares.  As a result,  the number of
shares of the Company's common stock owned by each stockholder  would be reduced
in the  same  proportion  as  the  reduction  in  the  total  number  of  shares
outstanding,  so that the  percentage  of the  outstanding  shares owned by each
stockholder  would  remain  unchanged.  This is  important.  Each  shareholder's
ownership interest would remain unchanged.  That means that if you owned 0.1% of
the Company before a reverse split, you will still own 0.1% of the Company after
the reverse split. As of March 31, 2017, the Company had 216,478,331 outstanding
shares of common stock.


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

                                       26


     The  Company's  Articles  of  Incorporation  provide  that the  Company  is
presently  authorized to issue  600,000,000  shares of common stock. The reverse
split,  if adopted,  would not change the number of shares of common stock which
the Company is  authorized to issue.  However,  a reverse split would reduce the
number of the Company's  outstanding  shares,  which would enable the Company to
issue more shares  than it would be able to issue if the  reverse  split was not
adopted.  The following  table  illustrates  the effects of the reverse split at
certain  exchange  ratios within the 1 for 10 or 1 for 25 range,  without giving
effect  to any  adjustments  for  fractional  shares  of  common  stock,  on our
outstanding  shares of common stock and authorized shares of capital stock as of
March 15, 2017:


                                                                                    
                                                                   After Reverse Stock Split
                                Before Reverse       -------------------------------------------------
                                 Stock Split           1-for-10          1-for-20           1-for-25
                                -------------          -------           --------           --------

Common Stock Authorized          600,000,000        600,000,000        600,000,000        600,000,000

Preferred Stock Authorized         2,000,000          2,000,000          2,000,000          2,000,000

Common Stock Outstanding         215,999,614         21,599,961         10,799,981          8,639,985

Common Stock Underlying          204,036,481         20,403,648         10,201,824          8,161,459
  Options and Warrants

Common Stock Available
  for grant under Company
  Stock and Option Plans           7,082,575            708,258            354,129            283,303

Total Common Stock               172,881,330        557,288,133        578,644,066        582,915,253
  Authorized but Unreserved




     As of March 31, 2017, the Company did not have any  definitive  agreements,
arrangements, plans, intentions or commitments, written or oral, with any person
to sell or issue any additional shares of its common stock,  whether for cash or
otherwise,  except for the  Company's  obligation to issue common stock upon the
exercise of outstanding options and warrants or the conversion of notes.

     A reverse stock split will not eliminate any  shareholders  of record since
any  fractional  shares  resulting from a reverse stock split will be rounded to
the nearest whole share.

     The Company would still have approximately 800 shareholders of record after
a reverse stock split and would  continue to be  registered  under Section 12 of
the  Securities  Exchange  Act of 1934.  The  Company has  approximately  29,000
shareholders   whose  shares  are  held  in  the  name  of  brokers,   financial
institutions or clearing agencies (i.e. "street name").


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

                     ADVISORY VOTE ON EXECUTIVE COMPENSATION

     CEL-SCI is offering its  shareholders  an opportunity to cast a non-binding
advisory vote to approve the compensation of CEL-SCI's  executive  officers,  as
disclosed  in this proxy  statement,  (commonly  referred  to as a  "say-on-pay"
vote).  Although  the  vote  is  non-binding,   CEL-SCI  values  continuing  and
constructive  feedback from its shareholders on compensation and other important
matters. The Board of Directors and the Compensation Committee will consider the
voting results when making future compensation decisions.

                                       27


     Accordingly,  CEL-SCI  asks  its  shareholders  to vote  for the  following
resolution at the annual meeting:

      "RESOLVED, that CEL-SCI's shareholders approve, on a non-binding advisory
      basis, the compensation of CEL-SCI's executive officers, as disclosed in
      CEL-SCI's proxy statement for the 2017 Annual Meeting of Shareholders
      pursuant to the compensation disclosure rules of the Securities and
      Exchange Commission, including the Summary Compensation Table and the
      other related tables and narrative disclosure in CEL-SCI's proxy
      statement."

     To the extent there is any  significant  vote  against the named  executive
officer  compensation as disclosed in this proxy  statement,  CEL-SCI's Board of
Directors and its Compensation  Committee will consider  shareholders'  concerns
and the  Compensation  Committee will evaluate whether any actions are necessary
to address those concerns.

     The  Board of  Directors  recommends  that the  shareholders  approve  on a
nonbinding   advisory  basis  the   aforementioned   resolution   approving  the
compensation of CEL-SCI's executive officers set forth in this proxy statement.




                                       28


               ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE
                            ON EXECUTIVE COMPENSATION

     CEL-SCI is offering its  shareholders  an  opportunity  to cast an advisory
vote on whether a  non-binding  advisory  vote to approve  the  compensation  of
CEL-SCI's  executive  officers  should  occur  every  one,  two or three  years.
Although the vote is  non-binding,  CEL-SCI values  continuing and  constructive
feedback from its  shareholders  on executive  compensation  and other important
matters.  The Board of Directors and the  Compensation  Committee will take into
consideration  the  voting  results  when  determining  how often a  non-binding
advisory  vote to approve the  compensation  of the  Company's  named  executive
officers should occur.

     The Board of Directors  recommends that the  shareholders of CEL-SCI cast a
vote of "3 Years" on the  frequency  of holding an  advisory  vote on  executive
compensation.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has selected BDO USA, LLP, an independent registered
public accounting firm, to audit the books and records of CEL-SCI for the fiscal
year ending September 30, 2017. A representative  of BDO USA, LLP is expected to
be present at the shareholders' meeting.

     BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30,
2016 and 2015.  The following  table shows the aggregate  fees billed to CEL-SCI
during these years by BDO USA, LLP:

                                  Year Ended September 30,
                                  2016               2015
                                  ----               ----

Audit Fees                     $ 311,000         $ 362,000
Audit-Related Fees                    --                --
Tax Fees                              --                --
All Other Fees                        --                --

     Audit fees represent amounts billed for professional  services rendered for
the audit of  CEL-SCI's  annual  financial  statements  and the  reviews  of the
financial  statements included in CEL-SCI's 10-Q reports for the fiscal year and
all  regulatory  filings  including  filings under the  Securities  Act of 1933.
Before  BDO USA,  LLP was  engaged  by  CEL-SCI  to  render  audit or  non-audit
services, the engagement was approved by CEL-SCI's audit committee.

     The Board of Directors  recommends that the shareholders of CEL-SCI approve
its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to
audit the books and records of CEL-SCI for the year ending September 30, 2017.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

CEL-SCI's  Annual  Report on Form 10-K and 10-K/A for the year ending  September
30, 2016 is available at www.irdirect.net/cvm/sec_filings.

                              SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
fiscal year ending  September  30,  2017 must be  received by the  Secretary  of
CEL-SCI no later than January 2, 2018.

                                       29


                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation  made by letter or telephone.  Failure of a quorum to be present at
the meeting will necessitate  adjournment and will subject CEL-SCI to additional
expense.

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

          Please complete, sign and return the attached proxy promptly.







                                       30






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                                       31


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

The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders  to be held May 30, 2017,  10:30 a.m. local time,
at 4820-C Seton Drive, Baltimore, MD 21215, and hereby appoints Geert R. Kersten
with the power of substitution,  as Attorney and Proxy to vote all the shares of
the undersigned at said annual meeting of stockholders  and at all  adjournments
thereof, hereby ratifying and confirming all that said Attorney and Proxy may do
or cause to be done by virtue  hereof.  The above  named  Attorney  and Proxy is
instructed to vote all of the undersigned's shares as follows:



The Board of Directors recommends a vote FOR all the nominees listed below:

(1)  To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year.

     [ ] FOR all nominees listed below (except as marked to the contrary below)

     [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

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

 Nominees:     Geert R. Kersten   Alexander G. Esterhazy   Peter R. Young
               Bruno Baillavoine

 The Board of Directors recommends you vote FOR the following proposals;

                    [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(2)  To approve the adoption of CEL-SCI's 2017  Non-Qualified  Stock Option Plan
     which  provides that up to 20,000,000  shares of common stock may be issued
     upon the exercise of options granted  pursuant to the  Non-Qualified  Stock
     Option Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To approve the adoption of CEL-SCI's  2017 Stock Bonus Plan which  provides
     that up to 4,000,000  shares of common stock may be issued  pursuant to the
     Stock Bonus Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  Subject to the  determination  of CEL-SCI's  directors that a reverse split
     would be in the best  interest  of  CEL-SCI's  shareholders,  to  approve a
     reverse split of CEL-SCI's  common stock,  provided  that, in any case, the
     reverse  split ratio will not be greater  than 1 for 25. A condition of the
     reverse  stock  split  is that  the  ratio  of the  reverse  split  will be
     determined  by CEL-SCI's  Board of  Directors.  The Board of Directors  may
     elect not to  proceed  with a stock  split  without  further  action by the
     shareholders.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To approve, on a non-binding  advisory basis, the compensation of CEL-SCI's
     executive officers.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  To approve, on a non-binding  advisory basis, the frequency of the advisory
     vote regarding the compensation of CEL-SCI's executive officers.

       [ ] ONE YEAR   [ ] TWO YEARS   [ ] THREE YEARS   [ ] ABSTAIN

(7)  To  ratify  the  appointment  of  BDO  USA,  LLP as  CEL-SCI's  independent
     registered  public accounting firm for the fiscal year ending September 30,
     2017.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

     To transact such other  business as may properly come before the meeting or
any adjournments or postponements thereof.

THIS PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED AS DIRECTED  HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ALL NOMINEES TO THE BOARD OF DIRECTORS AND ITEMS 2 THROUGH 7.

     Directions     to    the    Annual     Meeting     can    be    found    at
www.cel-sci.com/annual_meeting.html.

                                    Dated this ____ day of _______________ 2017.


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


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

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

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

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

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

                                       32

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

Stockholder Meeting Notice

     Important Notice Regarding the Availability of Proxy Materials for the

     CEL-SCI Corporation Stockholder Meeting to be Held on May 30, 2017.

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

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

                           www.envisionreports.com/CVM

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

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

     Obtaining a Copy of the Proxy Materials - If you want to receive a paper or
     e-mail copy of these documents, you must request one. There is no charge to
     you  for  requesting  a  copy.  Please  make  your  request  for a copy  as
     instructed  on the  reverse  side on or before May 16,  2017 to  facilitate
     timely delivery.

                                       33


Stockholder Meeting Notice

CEL-SCI  Corporation's  Annual  Meeting of  Stockholders  will be held at 4820-C
Seton Drive, Baltimore, MD 21215, on May 30, 2017, at 10:30 a.m. local time.

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

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

     (1)  To elect the persons who shall constitute CEL-SCI's Board of Directors
          for the ensuing year.

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

     (2)  To approve the adoption of CEL-SCI's 2017  Non-Qualified  Stock Option
          Plan which  provides that up to 20,000,000  shares of common stock may
          be issued upon the exercise of options granted pursuant to the Plan.

     (3)  To approve  the  adoption  of  CEL-SCI's  2017 Stock  Bonus Plan which
          provides that up to 4,000,000  shares of common stock may be issued to
          persons granted stock bonuses pursuant to the Plan.

     (4)  Subject to the  determination  of CEL-SCI's  directors  that a reverse
          split would be in the best  interest  of  CEL-SCI's  shareholders,  to
          approve a reverse split of CEL-SCI's  common stock. A condition of the
          reverse  stock  split is that the ratio of the  reverse  split will be
          determined  by CEL-SCI's  Board of  Directors,  provided  that, in any
          case,  the reverse  split ratio will not be greater than 1 for 25. The
          Board of Directors may elect not to proceed with a stock split without
          further action by the shareholders.

     (5)  To approve,  on a non-binding  advisory  basis,  the  compensation  of
          CEL-SCI's executive officers.

     (6)  To approve,  on a  non-binding  advisory  basis,  the frequency of the
          advisory  vote  regarding  the  compensation  of  CEL-SCI's  executive
          officers.

     (7)  To ratify the  appointment  of BDO USA, LLP as  CEL-SCI's  independent
          registered public accounting firm for the fiscal year ending September
          30, 2017.

     To transact such other  business as may properly come before the meeting or
any adjournments or postponements thereof.

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

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


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

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

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

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


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

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

                                       34


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