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 purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of revenues and history of loss,
need for additional capital and need for FDA approval. See the "Risk Factors"
section of this prospectus, beginning on page 14, for additional Risk Factors.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.

The date of this Prospectus is __________, 2012.

AVAILABLE INFORMATION

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

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

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

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

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

CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.

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

PROSPECTUS SUMMARY

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

CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI's
principal office is located at 8229 Boone Boulevard, Suite 802, Vienna, VA
22182. CEL-SCI's telephone number is 703-506-9460 and its web site is
www.cel-sci.com. We do not incorporate the information on our website into this
prospectus supplement or accompanying prospectus, and you should not consider it
part of this prospectus supplement or accompanying prospectus.

CEL-SCI makes its electronic filings with the Securities and Exchange
Commission (SEC), including its annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to these reports
available on its website free of charge as soon as practicable after they are
filed or furnished to the SEC.

CEL-SCI'S PRODUCTS

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

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

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

MULTIKINE
---------

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

Multikine has been cleared by the regulators in eight countries around the
world, including the U.S. FDA, for a global Phase III clinical trial in advanced
primary (not yet treated) head and neck cancer patients. This trial is expected
to be the largest head and neck cancer clinical study ever conducted.

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

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

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

During the early investigational phase, in Phase I and Phase II clinical
trials in over 220 subjects who received the investigational therapy Multikine
in doses of 200 to 3200 IU (international units) as IL-2, no serious adverse
events were reported as being expressly due to administration of this
investigational therapy, and subjects in those clinical trials and the treating
physicians reported that this investigational therapy was well tolerated in
those early-stage clinical trials. Adverse events which were reported included
pain at the injection site, local minor bleeding and edema at the injection
site, diarrhea, headache, nausea, and constipation. No "abnormal" laboratory
results were reported following Multikine treatment - other than those commonly
seen by treating physicians in this patient population - regardless of Multikine
administration. Similarly, in these early-phase clinical studies in patients,
there was no reported increased toxicity of follow-on treatments as a result of
Multikine administration. No complications following surgery (such as increased
time for wound healing) were reported. No definitive conclusions can be drawn
from these data about the safety or efficacy profile of this investigational
therapy, further research is required and the global Phase III study is ongoing
in an effort to confirm these results.

Currently, Multikine has not yet been licensed or approved for sale, barter
or exchange by the FDA or by any other regulatory agency. Similarly, its safety
or efficacy has not been established for any use.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Manufacturing Facility
----------------------

CEL-SCI completed validation of its new manufacturing facility in January
2010. The state-of-the-art facility is being used to manufacture Multikine for
CEL-SCI's Phase III clinical trial. In addition to using this facility to
manufacture Multikine, CEL-SCI, only if the facility is not being used for
Multikine, may offer the use of the facility as a service to pharmaceutical
companies and others, particularly those that need to "fill and finish" their
drugs in a cold environment (4 degrees Celsius, or approximately 39 degrees

Fahrenheit). However, priority will always be given to Multikine. Fill and
finish is the process of filling injectable drugs in a sterile manner and is a
key part of the manufacturing process for many medicines.

The fastest area of growth in the biopharmaceutical and pharmaceutical
markets is biologics, and most recently stem cell products. These compounds and
therapies are derived from or mimic human cells or proteins and other molecules
(e.g., hormones, etc.). Nearly all of the major drugs developed for unmet
medical needs (e.g., Avastin(R), Erbitux(R), Rituxan(R), Herceptin(R),
Copaxon(R), etc.) are biologics. Biologics are usually very sensitive to heat
and quickly lose their biological activity if exposed to room or elevated
temperature. Room or elevated temperatures may also affect the shelf-life of a
biologic with the result that the product cannot be stored for as long as
desired. However, these products do not generally lose activity when kept at 4
degrees Celsius.

The FDA and other regulatory agencies require a drug developer to
demonstrate the safety, purity and potency of a drug being produced for use in
humans. When filling a product at 4 degrees Celsius, minimal to no biological
losses occur and therefore the potency of the drug is maintained throughout the
final critical step of the drug's manufacturing process. If the same temperature
sensitive drug is instead aseptically filled at room temperature, expensive and
time-consuming validation studies must be conducted, first, to be able to obtain
a complete understanding of the product's potency loss during the room
temperature fill process, and second, to create solutions to the drug's potency
losses, which require further testing and validation.

CEL-SCI's unique, cold aseptic filling suite can be operated at
temperatures between 2 degrees Celsius and room temperatures, and at various
humidity levels. CEL-SCI's aseptic filling suites are maintained at FDA and EU
ISO classifications of 5/6. CEL-SCI also has the capability to formulate,
inspect, label and package biologic products at cold temperatures.

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

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

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

LEAPS
-----

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

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

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

On September 16, 2009, the U.S. Food and Drug Administration advised
CEL-SCI that it could proceed with its first clinical trial to evaluate the
effect of LEAPS-H1N1 treatment on the white blood cells of hospitalized H1N1
patients. This followed an expedited initial review of CEL-SCI's regulatory
submission for this study proposal.

On November 6, 2009, CEL-SCI announced that The Johns Hopkins University
School of Medicine had given clearance for CEL-SCI's first clinical study to
proceed using LEAPS-H1N1. Soon after the start of the study, the number of
hospitalized H1N1 patients dramatically declined and the study has been unable
to complete the enrollment of patients.

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

With its LEAPS technology, CEL-SCI also developed a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.

In February 2010 CEL-SCI announced that its CEL-2000 vaccine demonstrated
that it was able to block the progression of rheumatoid arthritis in a mouse
model. The results were published in the scientific peer-reviewed Journal of
International Immunopharmacology (online edition) in an article titled
"CEL-2000: A Therapeutic Vaccine for Rheumatoid Arthritis Arrests Disease
Development and Alters Serum Cytokine/Chemokine Patterns in the Bovine Collagen
Type II Induced Arthritis in the DBA Mouse Model" with lead author Dr. Daniel
Zimmerman. The study was co-authored by scientists from CEL-SCI, Washington
Biotech, Northeastern Ohio Universities Colleges of Medicine and Pharmacy and
Boulder BioPath.

None of the LEAPS investigational products have been approved for sale,
barter or exchange by the FDA or any other regulatory agency for any use to
treat disease in animals or humans. The safety or efficacy of these products has
not been established for any use. Lastly, no definitive conclusions can be drawn
from the early-phase, preclinical-trials data involving these investigational
products. Before obtaining marketing approval from the FDA in the United States,
and by comparable agencies in most foreign countries, these product candidates
must undergo rigorous preclinical and clinical testing which is costly and time
consuming and subject to unanticipated delays. There can be no assurance that
these approvals will be granted.

FORWARD LOOKING STATEMENTS

This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

RISK FACTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o product design, development and manufacture;

o product application and use

o adverse drug experience;

o product advertising and promotion;

o product manufacturing, including good manufacturing practices

o record keeping requirements;

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

o product storage and shipping;

o drug sampling and distribution requirements;

o electronic record and signature requirements; and

o labeling changes or modifications.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

COMPARATIVE SHARE DATA

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

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

Shares to be sold in this offering: Unknown

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

J. On October 3, 2011 CEL-SCI sold 13,333,334 shares of its common stock to a
group of private investors for $4,000,000 or $0.30 per share. The investors also
received Series F warrants which entitle the investors to purchase up to
12,000,000 shares of CEL-SCI's common stock. The Series F warrants may be
exercised at any time prior to October 6, 2014 at a price of $0.40 per share.

CEL-SCI paid Chardan Capital Markets, LLC, the placement agent for this
offering, a cash commission of $140,000, and issued 666,667 Series G warrants to
Chardan. Each Series G warrant entitles the holder to purchase one share of
CEL-SCI's common stock. The Series G warrants may be exercised at any time prior
to August 12, 2014 at a price of $0.40 per share.

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

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

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

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

USE OF PROCEEDS

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

MARKET FOR COMMON STOCK

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

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

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

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

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

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

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

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

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

SELLING SHAREHOLDERS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* Less than 1%.

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

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

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

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

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

PLAN OF DISTRIBUTION

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

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

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

CEL-SCI's securities may be sold:

o At a fixed price.

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

o At varying prices in at the market offerings.

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

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

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

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

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

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

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

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

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

DESCRIPTION OF SECURITIES

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

CEL-SCI is authorized to issue 600,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.

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

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

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

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

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

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

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

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

PLAN PROSPECTUS

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

COMMON STOCK

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

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

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

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

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

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

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

The date of this Prospectus is ___________, 2012

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

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

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

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

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

TABLE OF CONTENTS

Page
----

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

EXHIBITS:

Each Plan referred to in this Prospectus.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A summary of the Company's Plans follows.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NON-QUALIFIED STOCK OPTION PLANS

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

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

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

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

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

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

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

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

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

STOCK BONUS PLANS

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

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

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

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

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

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

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

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

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

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

The Plan will terminate on December 31, 2014.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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