FORM 10-K/A SECURITIES AND
               EXCHANGE COMMISSION
                   Washington, D.C. 20549
(Mark One)
(X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996.
OR
( )     TRANSITION REPORT PURSUANT TO SECTION 13 OR
        15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
For the transition period from _______________to
___________________

Commission file number 0-11503

                     CEL-SCI CORPORATION
(Exact name of registrant as specified in its charter)
         COLORADO                              84-0916344
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)          Identification No.)

        66 Canal Center Plaza, Suite 510
       Alexandria  Virginia                      22314
                              
(Address of principal executive offices)        (Zip Code)
Registrant's telephone number, Including area code: (703)
5495293

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, $.OOl par value
                        (Title of Class)
                                
        Indicate by check mark whether the registrant (1) has
filed all reports to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and  (2)  has been  subject  to  such  filing
requirements for the past 90 days.  Yes  X  No ___

      The aggregate market value of the voting stock held by non-
affiliates of the Registrant, based upon the closing sale price
of the Common Stock on December  20, 1996, as quoted  on  the
NASDAQ  System,  was approximately $33,085,000 Shares  of Common
Stock  held  by  each  officer, director and principal
shareholder have been excluded in that such persons may be deemed
to be affiliates of the Registrant.

Documents Incorporated by Reference:    None

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
As of December 17, 1996, the Registrant had 8,382,562 shares of
Common Stock issued and outstanding.
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                   SIGNATURES
       Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
                                   CEL-SCI CORPORATION
Dated: January -, 1997          By:________________________
                                   Maximilian de Clara, President

                                By:________________________
                                   Geert R. Kersten, Chief
                                   Executive Officer
                                   
                                   
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.

 Signature                Title                        Date
/s/ Maximilian de Clara Director and Principal
MAXIMILIAN DE CLARA    Executive Officer        January 31, 1997

/s/ Geert R. Kersten  Director , Principal
GEERT R. KERSTEN       Financial Officer
                      and Chief Executive Officer January 31, 1997

/s/ Mark V. Soresi     Director                   January 31, 1997
MARK V. SORESI

/s/ F. Donald Hudson   Director                   January 31, 1997
F. DONALD HUDSON




2388D-p.43144