EXHIBIT 99

CEL-SCI CORPORATION

Common Stock

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

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

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

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

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

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

The date of this Prospectus is __________, 2007.

AVAILABLE INFORMATION

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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

The following documents filed with the Commission by CEL-SCI (Commission
File No. 0-11503) are hereby incorporated by reference into this Prospectus:

(1) 8-K Report filed on August 7, 2006.

(2) Annual Report on Form 10-K for the fiscal year ended September 30,
2006;

(3) Proxy Statement relating to the November 17, 2006 Annual Meeting of
Shareholders.

(4) Quarterly Report on Form 10-Q for the three months ended December
31, 2006.

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

TABLE OF CONTENTS
PAGE

THE COMPANY .............................................. 4

RISK FACTORS.............................................. 7

COMPARATIVE SHARE DATA ................................... 13

USE OF PROCEEDS .......................................... 15

SELLING SHAREHOLDERS ..................................... 15

PLAN OF DISTRIBUTION ..................................... 18

DESCRIPTION OF SECURITIES................................. 18

GENERAL .................................................. 19

THE COMPANY

CEL-SCI is involved in the research and development of drugs for cancer and
infectious diseases

CEL-SCI's lead product, Multikine(R), is being developed for the treatment
of cancer. Multikine is a patented immunotherapeutic agent consisting of a
mixture of naturally occurring cytokines, including interleukins, interferons,
chemokines and colony-stimulating factors, currently being developed for the
treatment of cancer. Multikine is designed to target the tumor micro-metastases
that are mostly responsible for treatment failure. The basic concept is to add
Multikine to the current cancer treatments with the goal of making the overall
cancer treatment more successful. Phase II data indicated that Multikine
treatment resulted in a substantial increase in the survival of patients. The
lead indication is advanced primary head & neck cancer (500,000 new cases per
annum). Since Multikine is not tumor specific, it may also be applicable in many
other solid tumors.

In January 2007 the US Food and Drug Administration (FDA) concurred with
the initiation of a global Phase III clinical trial in head and neck cancer
patients using Multikine. The Canadian regulatory agency, the Biologics and
Genetic Therapies Directorate, had previously concurred with the initiation of a
global Phase III clinical trial in head and neck cancer patients using
Multikine.

Approximately 800 patients will be enrolled worldwide in the Phase III
trial. The protocol is designed to develop conclusive evidence of the efficacy
of Multikine in the treatment of advanced primary squamous cell carcinoma of the
oral cavity (head and neck cancer). A successful outcome from this trial should
enable CEL-SCI to apply for a Biologics License to market Multikine for the
treatment of this patient population.

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

Clinical trials in over 200 patients have been completed with Multikine
with the following results:

1) It has been demonstrated to be safe and non-toxic.

2) It has been shown to render cancer cells much more susceptible to
radiation therapy (The Laryngoscope, December 2003, Vol. 113 Issue
12).

3) A publication in the Journal of Clinical Oncology (Timar et al,
JCO, 23(15): May 2005), revealed the following:

(i) Multikine induced anti-tumor immune responses through the
combined activity of the different cytokines present in Multikine
following local administration of Multikine for only three weeks.

(ii) The combination of the different cytokines caused the induction,
recruitment into the tumor bed, and proliferation of anti-tumor
T-cells and other anti-tumor inflammatory cells, leading to a
massive anti-tumor immune response.

(iii) Multikine induced a reversal of the CD4/CD8 ratio in the tumor
infiltrating cells, leading to a marked increase of CD4 T-cells
in the tumor, which resulted in the prolongation of the
anti-tumor immune response and tumor cell destruction.

(iv) The anti-tumor immune-mediated processes continued long after the
cessation of Multikine administration.

(v) A three-week Multikine treatment of patients with advanced
primary oral squamous cell carcinoma resulted in an overall
response rate of 42% prior to standard therapy, with 12% of the
patients having a complete response.

(vi) A histopathology study showed that the tumor load in Multikine
treated patients was reduced by nearly 50% as compared to tumors
from control patients in the same pathology study.

(vii) The tumors of all of the patients in this Phase II trial who
responded to Multikine treatment were devoid of the cell surface
marker for HLA Class II. This finding, if confirmed in this
global Phase III clinical trial, may lead to the establishment of
a marker for selecting the patient population best suited for
treatment with Multikine.

(viii) In a Phase II study, using the same drug regimen as will be used
in the Phase III study, the addition of Multikine as first-line
treatment prior to the standard of care treatment resulted in a
33% improvement in the median overall survival at 3.2 years
post-surgery, when compared to the results of 39 OSCC clinical
trials published in the scientific literature between 1987 and
2004.

CEL-SCI also owns a pre-clinical technology called L.E.A.P.S. (Ligand
Epitope Antigen Presentation System). The lead product derived from this
technology is the CEL-1000 peptide which has shown protection in animals against
herpes, malaria, viral encephalities and cancer.

Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process. The initial clinical evaluation, Phase I,
consists of administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of safety and determine the

appropriate dosage for the product, identify possible side effects and risks in
a larger group of subjects, and provide preliminary indications of efficacy.
Phase III trials consist of testing for actual clinical efficacy within an
expanded group of patients at geographically dispersed test sites.

CEL-SCI has funded the costs associated with the clinical trials relating
to CEL-SCI's technologies, research expenditures and CEL-SCI's administrative
expenses with the public and private sales of shares of CEL-SCI's common stock
and borrowings from third parties, including affiliates of CEL-SCI.

All of CEL-SCI's products are in the development stage. As of September
30, 2006, CEL-SCI was not receiving any revenues from the sale of Multikine or
any other products which CEL-SCI was developing.

CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(108,000,000) at December 31, 2006 and
expects to incur substantial losses for the foreseeable future.

CEL-SCI's executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.

CEL-SCI's common stock is quoted on the American Stock Exchange under the
symbol "CVM".

Use of Proceeds

CEL-SCI will not receive any proceeds from the sale of the shares by the
selling shareholders.

Risk Factors

The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of revenues and history of loss,
need for additional capital and need for FDA approval. See the "Risk Factors"
section of this prospectus for additional Risk Factors.

Forward Looking Statements

This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated

risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

RISK FACTORS

Investors should be aware that the risks described below could adversely
affect the price of CEL-SCI's common stock.

Risks Related to CEL-SCI

Since CEL-SCI Has Earned Only Limited Revenues and Has a History of Losses,
CEL-SCI Will Require Additional Capital to Remain in Operation.

CEL-SCI has had only limited revenues since it was formed in 1983. Since the
date of its formation and through December 31, 2006 CEL-SCI incurred net losses
of approximately $(108,000,000). CEL-SCI has relied principally upon the
proceeds of public and private sales of its securities to finance its activities
to date. All of CEL-SCI's potential products, with the exception of Multikine,
are in the early stages of development, and any commercial sale of these
products will be many years away. Even potential product sales from Multikine
are many years away as cancer trials can be lengthy. Accordingly, CEL-SCI
expects to incur substantial losses for the foreseeable future.

If CEL-SCI cannot obtain additional capital, CEL-SCI may have to postpone
development and research expenditures which will delay CEL-SCI's ability to
produce a competitive product. Delays of this nature may depress the price of
CEL-SCI's common stock or force CEL-SCI out of business.

Clinical and other studies necessary to obtain approval of a new drug can be
time consuming and costly, especially in the United States, but also in foreign
countries. CEL-SCI's estimates of the costs associated with future clinical
trials and research may be substantially lower than the actual costs of these
activities. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
substantial additional financing over an extended period of time in order to
fund the costs of future clinical trials, related research, and general and
administrative expenses.

The extent of CEL-SCI's clinical trials and research programs are
primarily based upon the amount of capital available to CEL-SCI and the extent
to which CEL-SCI has received regulatory approvals for clinical trials. CEL-SCI
is unable to estimate the future costs of clinical trials since CEL-SCI has not
yet met with the FDA to discuss the design of future clinical trials; and until
the scope of future clinical trials is known, CEL-SCI will not be able to price
any trials with clinical trial organizations.

To raise additional capital CEL-SCI will most likely sell shares of its
common stock or securities convertible into common stock at prices that may be
below the prevailing market price of CEL-SCI's common stock at the time of sale.
The issuance of additional shares will have a dilutive impact on other
stockholders and could have a negative effect on the market price of CEL-SCI's
common stock.

Multikine is made from components of human blood which involves inherent risks
that may lead to product destruction or patient injury which could materially
harm CEL-SCI's financial results, reputation and stock price.

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

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

Although no claims have been brought to date, participants in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any unanticipated
harmful effects arising from the use of Multikine or any drug or product that
CEL-SCI may try to develop. Although CEL-SCI believes its insurance coverage of
$1,000,000 per claim is adequate, the defense or settlement of any product
liability claim could adversely affect CEL-SCI even if the defense and
settlement costs did not exceed CEL-SCI's insurance coverage.

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

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

Risks Related to Government Approvals

CEL-SCI's product candidates must undergo rigorous pre-clinical and clinical
testing and regulatory approvals, which could be costly and time-consuming and

subject CEL-SCI to unanticipated delays or prevent CEL-SCI from marketing any
products.

Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. Before obtaining marketing approval,
CEL-SCI's product candidates must undergo rigorous preclinical and clinical
testing which is costly and time consuming and subject to unanticipated delays.
There can be no assurance that such approvals will be granted.

CEL-SCI cannot be certain when or under what conditions it will undertake
further clinical trials, including a Phase III clinical trial for Multikine. The
clinical trials of CEL-SCI's product candidates may not be completed on
schedule, the FDA or foreign regulatory agencies may order CEL-SCI to stop or
modify its research or these agencies may not ultimately approve any of
CEL-SCI's product candidates for commercial sale. Varying interpretations of the
data obtained from pre-clinical and clinical testing could delay, limit or
prevent regulatory approval of CEL-SCI's product candidates. The data collected
from CEL-SCI's clinical trials may not be sufficient to support regulatory
approval of its various product candidates, including Multikine. CEL-SCI's
failure to adequately demonstrate the safety and efficacy of any of its product
candidates would delay or prevent regulatory approval of its product candidates
in the United States, which could prevent CEL-SCI from achieving profitability.

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

In addition to conducting further clinical studies of Multikine and
CEL-SCI's other product candidates, CEL-SCI also must undertake the development
of its manufacturing process and optimize its product formulations.

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

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

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

o product design, development and manufacture;
o adverse drug experience;
o product advertising and promotion;
o product manufacturing, including good manufacturing practice
requirements;
o record keeping requirements;
o registration and listing of CEL-SCI's establishments and products
with the FDA and certain state agencies;
o product storage and shipping; o drug sampling and distribution
requirements; o electronic record and signature requirements; and o
labeling changes or modifications.

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

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

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

Risks Related to Intellectual Property

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

The biomedical field in which CEL-SCI is involved is undergoing rapid and
significant technological change. The successful development of therapeutic
agents from CEL-SCI's compounds, compositions and processes through
CEL-SCI-financed research, or as a result of possible licensing arrangements
with pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field.

Many companies are working on drugs designed to cure or treat cancer and
have substantial financial, research and development, and marketing resources
and are capable of providing significant long-term competition either by
establishing in-house research groups or by forming collaborative ventures with
other entities. In addition, smaller companies and non-profit institutions are
active in research relating to cancer and infectious diseases and are expected
to become more active in the future.

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

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

Risks Related to CEL-SCI's Common Stock

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

The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. During the year ended September 30, 2006 CEL-SCI's stock
price has ranged from a low of $0.44 per share to a high of $1.78 per share.
Factors such as fluctuations in CEL-SCI's operating results, announcements of
technological innovations or new therapeutic products by CEL-SCI or its
competitors, governmental regulation, developments in patent or other
proprietary rights, public concern as to the safety of products developed by
CEL-SCI or other biotechnology and pharmaceutical companies, and general market
conditions may have a significant effect on the future market price of CEL-SCI's
common stock.

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

CEL-SCI had outstanding convertible notes, options and warrants which as
of December 31, 2006 could potentially allow the holders to acquire a
substantial amount of additional shares of its common stock. Until the options
and warrants expire, or the convertible notes are paid, or the options or
warrants expire, the holders will have an opportunity to profit from any
increase in the market price of CEL-SCI's common stock without assuming the
risks of ownership. Holders of convertible notes, options and warrants may
convert or exercise these securities at a time when CEL-SCI could obtain
additional capital on terms more favorable than those provided by the options.
The conversion of the notes or the exercise of the options and warrants will
dilute the voting interest of the owners of presently outstanding shares by
adding a substantial number of additional shares of CEL-SCI's common stock. See
"Comparative Share Data" for additional information.

CEL-SCI has filed, or plans to file, registration statements with the
Securities and Exchange Commission so that substantially all of the shares of
common stock which are issuable upon the exercise of outstanding options and
warrants may be sold in the public market. The sale of common stock issued or
issuable upon the exercise of the warrants described above, or the perception
that such sales could occur, may adversely affect the market price of CEL-SCI's
common stock.

COMPARATIVE SHARE DATA

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

Shares outstanding as of December 31, 2006: 83,234,441

Other Shares Which May Be Issued as of December 31, 2006:

Number of Note
Shares Reference
--------- ---------

Shares issuable upon conversion of
Series K notes 9,651,162 A

Shares issuable upon exercise of
Series K warrants 5,211,628 A

Shares issuable as payment of interest on
the Series K notes 1,700,000 A

Shares issuable as payment of principal on
the Series K notes 9,651,162 A

Shares issuable upon the exercise of warrants
held by private investors 4,059,159 B

Shares issuable upon exercise of options granted
to CEL-SCI's officers, directors, employees,
consultants, and third parties 11,513,629 C

A. In August 2006 CEL-SCI sold Series K convertible notes, plus Series K
warrants, to independent private investors for $8,300,000. The notes bear
interest annually at the greater of 8% or 6 month LIBOR plus 3% per year. The
Notes are due and payable on August 4, 2011 and are secured by substantially all
of CEL-SCI's assets.

At the holder's option the Series K notes are convertible into shares of
the Company's common stock at a conversion price of $0.86.

The Series K warrants allow the holders to purchase up to 4,825,581 shares
of CEL-SCI's common stock at a price of $0.95 per share at any time between
February 4, 2007 and February 4, 2012.

The actual number of shares issuable upon the conversion of the Series K
promissory notes or upon the exercise of the Series K warrants may increase as
the result of future sales of CEL-SCI's common stock at prices below either the
note conversion price or warrant exercise price, as the case may be, or the
market price of CEL-SCI's common stock.

At CEL-SCI's election, and under certain conditions, CEL-SCI may use
shares of its common stock to make interest or principal payments on the Series
K notes. The actual number of shares which may be issued as payment of interest
or principal may increase if the price of CEL-SCI's common stock is below the
then applicable conversion price of the Series K notes.

To the extent CEL-SCI uses its shares to make principal payments on the
notes, the number of shares which may be issued upon the conversion of the notes
may be less due to reduction in the outstanding principal balance of the notes.

The actual number of shares which will ultimately be issued upon the
payment or conversion of the Series K notes and the exercise of the Series K
warrants (if any) will vary depending upon a number of factors, including the
price at which CEL-SCI sells any additional shares of its common stock prior to
the date the Series K notes are paid or converted or the date the Series K
warrants are exercised or expire. See CEL-SCI'S 8-K report filed on August 7,
2006 for more detailed information concerning the Series K notes and warrants.

B. Between August 2001 and May 2006 CEL-SCI sold shares of its common stock in
private transactions. In some cases, warrants were issued as part of the
financings. The names of the warrant holders and the terms of the warrants are
shown below:

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

Lamey Corporation 8/17/2001 272,108 $ 1.75 7/1/2007
Karen Carson 2/15/2005 15,000 $ 0.73 2/15/2015
Lucci Financial Group 10/14/2005 80,000 $ 1.00 10/14/2010
Lucci Financial Group 10/14/2005 80,000 $ 2.00 10/14/2010
Eastern Biotech 5/30/2003 400,000 $ 0.47 5/30/2008
Bristol Capital LLC 9/16/2003 197,863 $ 0.83 9/16/2008
Cher Ami Holdings 12/1/2003 441,176 $ 0.56 12/1/2007
Wachovia Capital 5/4/2004 76,642 $ 1.37 5/4/2009
Cher Ami Holdings 7/18/2005 375,000 $ 0.65 7/18/2009
Jenna Holdings 10/31/2005 271,370 $ 0.55 10/24/2010
Cher Ami Holdings 2/9/2006 150,000 $ 0.56 2/9/2011
Riviera Ventures Inc. 4/1/2006 375,000 $ 0.73 3/31/2007
Lucci Financial Group 4/12/2006 100,000 $ 1.50 4/12/2009
Eastern Biotech 4/17/2006 800,000 $ 1.25 6/30/08
Cher Ami Holdings 5/18/2006 800,000 $ 0.82 5/17/11

C. The options are exercisable at prices ranging from $0.16 to $6.25 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

The shares referred to in Note C are being offered for sale by means of
separate registration statements which have been filed with the Securities and
Exchange Commission.

USE OF PROCEEDS

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

SELLING SHAREHOLDERS

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

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

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

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

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

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

Summary. The following lists, as of December 31, 2006, the options and
shares granted pursuant to the Plans. Each option represents the right to
purchase one share of CEL-SCI's common stock.

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

Incentive Stock Option Plans 8,100,000 4,326,933 N/A 3,606,833
Non-Qualified Stock Option
Plans 11,760,000 7,186,696 N/A 2,395,667
Stock Bonus Plans 5,940,000 N/A 1,614,836 4,325,080
Stock Compensation Plan 3,500,000 N/A 291,405 3,208,595

Shares issuable upon the exercise of options granted to CEL-SCI's officers
and directors pursuant to the Incentive Stock Option and Non-Qualified Stock
Option Plans, as well as shares issued pursuant to the Stock Bonus Plans and
Stock Compensation Plan, are being offered by means of this Prospectus. Certain
options were granted in accordance with CEL-SCI's Salary Reduction Plan.
Pursuant to the Salary Reduction Plan, any employee of CEL-SCI was allowed to
receive options (exercisable at market price at time of grant) in exchange for a
reduction in such employee's salary. The following table lists the shareholdings
of CEL-SCI's officers and directors and the shares offered by means of this
Prospectus as of December 31, 2006.

Number of Shares Being Offered Number of Shares
Name of Stock to be Owned on Percent
Selling Number of Option Bonus Compensation Completion of of
Shareholder Shares Owned Shares (2) Shares Shares the Offering Class
- ----------- ------------ ---------- ------ ------ ---------------- -------

Maximilian de Clara 38,077 1,014,998 -- 20,000 38,077 *
Geert R. Kersten (1) 2,842,428 3,708,000 -- 52,136 2,842,428 3%
John Cipriano 58,436 210,000 -- 15,724 58,436 *
Patricia B. Prichep 564,554 1,231,500 -- 31,163 564,554 *
Eyal Talor, Ph.D. 380,976 881,332 -- 28,810 380,976 *
Daniel Zimmerman, Ph.D. 453,745 865,000 -- 22,107 453,745 *
Alexander Esterhazy 20,000 283,332 -- 20,000 20,000 *

C. Richard
Kinsolving, Ph.D. 89,090 443,333 -- 20,000 89,090 *
Peter R. Young, Ph.D. 34,601 269,999 -- 20,000 34,601 *

* Less than 1%.

(1) Includes shares held in trusts for the benefit of Mr. Kersten's children.
(2) Represents shares issued or issuable upon exercise of stock options. The
options
held by CEL-SCI's officers and directors are exercisable at prices ranging
from $0.16 to $1.94 per share. The other options issued to the employees and
consultants are exercisable at prices ranging from $0.22 to $6.25 per share.

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

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

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

PLAN OF DISTRIBUTION

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

The Selling Shareholders and any broker/dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received
by them and profit on any resale of the Shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. CEL-SCI has
agreed to indemnify the Selling Shareholders and any securities broker/dealers

who may be deemed to be underwriters against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.

CEL-SCI has advised the Selling Shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act of
1933. CEL-SCI has also advised each Selling Shareholder that in the event of a
"distribution" of the shares owned by the Selling Shareholder, such Selling
Shareholder, any "affiliated purchasers", and any broker/ dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling methods". CEL-SCI has also advised the Selling Shareholders that Rule
101 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging, fixing or stabilizing the price of the Common Stock
in connection with this offering.

DESCRIPTION OF SECURITIES

Common Stock

CEL-SCI is authorized to issue 200,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The board is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.

Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,

and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI. As of
December 31, 2006 no shares of preferred stock were outstanding.

Transfer Agent

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

GENERAL

CEL-SCI's Bylaws provide that CEL-SCI will indemnify its directors and
officers against expense and liabilities they incur to defend, settle or satisfy
any civil or criminal action brought against them as a result of their being or
having been CEL-SCI directors or officers unless, in any such action, they have
acted with gross negligence or willful misconduct. Officers and Directors are
not entitled to be indemnified for claims or losses resulting from a breach of
their duty of loyalty to CEL-SCI, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or a
transaction from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act of
l933 may be permitted to CEL-SCI's directors and officers, CEL-SCI has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
l933, and is, therefore, unenforceable.

No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus in connection with this offering and, if given or made, such
information or representations must not be relied upon as having been authorized
by CEL-SCI or the selling shareholders. This prospectus does not constitute an
offer to sell, or a solicitation of any offer to buy, the securities offered in
any jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the affairs of CEL-SCI since the date hereof or that any
information contained herein is correct as to any time subsequent to its date.

All dealers effecting transactions in the registered securities, whether
or not participating in this distribution, may be required to deliver a
prospectus. This is an addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.