Edgar Filing: CEL SCI CORP

As filed with the Securities and Exchange Commission on June __, 2001

Registration No. 333-59798

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
AMENDMENT NO. 1

Registration Statement Under
THE SECURITIES ACT OF 1933

CEL-SCI CORPORATION
------------------------
(Exact name of registrant as specified in charter

Delaware 2831 52-2278236
---------------------------- -------------- ---------------
(State or other jurisdiction (Primary Standard (IRS Employer
of incorporation) Classification Code Number) I.D. Number)

8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
--------------------------
(Address and telephone number of principal executive offices)

Geert Kersten
8229 Boone Blvd. #802
Vienna, Virginia 22182
(703) 506-9460
--------------------
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent
to the agent for service, should be sent to:

William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

CALCULATION OF REGISTRATION FEE
==============================================================================

Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (3) Price Fee (4)
---------- ---------- ----------- ------------- -----------

Common stock (1) 8,000,000 $1.44 $11,520,000 $3,041
------------------------------------------------------------------------------
Common stock (2) 200,800 $1.44 289,152 77

Total $11,809,152 $3,118
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(1) Represents shares issuable to Paul Revere Capital Partners, Ltd. under
equity line of credit.
(2) Represents shares issuable upon the exercise of warrants held by Paul
Revere Capital Partners.
(3) Offering price computed in accordance with Rule 457(c).
(4) Fee of $1,086 was paid upon the initial filing of this registration
statement.

Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the options or warrants as a result of any adjustment in
the number of securities issuable by reason of the options or warrants.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

CEL-SCI CORPORATION
8,200,800 shares of
Common Stock

This prospectus may be used only in connection with sales of the common
stock of CEL-SCI Corporation by Paul Revere Capital Partners, Ltd. Paul Revere
Capital Partners will sell up to 8,000,000 shares of common stock purchased from
CEL-SCI under an equity line of credit agreement and up to 200,800 shares of
common stock which may be issued upon the exercise of warrants. The warrants
were issued to Paul Revere Capital Partners upon the signing of the equity line
of credit agreement. Paul Revere Capital Partners is an underwriter as that term
is defined in the Securities Act of 1933.

CEL-SCI will not receive any proceeds from the sale of the common stock by
the selling stockholders. CEL-SCI will pay for the expenses of this offering.

CEL-SCI's common stock is quoted on the American Stock Exchange under the
symbol "CVM." On May 24, 2001 the closing price for one share of the CEL-SCI's
common stock was $1.42.

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

These securities are speculative and involve a high degree of risk. For a
description of certain important factors that should be considered by
prospective investors, see "Risk Factors" beginning on page ____ of this
Prospectus

The date of this prospectus is _________, 2001

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS.

CEL-SCI

CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of certain drugs and vaccines.
CEL-SCI manufactures MULTIKINE, its first, and main product, using CEL-SCI's
proprietary cell culture technologies, which involve a combination, or
"cocktail", of natural human interleukin-2 and certain lymphokines and
cytokines. CEL-SCI is testing MULTIKINE to determine if it is effective in
improving the immune response of cancer patients. Another technology CEL-SCI is
developing, Ligand Epitope Antigen Presentation System (LEAPS), is a T-cell
modulation technology which CEL-SCI is testing to determine if it is effective
in developing potential treatments and/or vaccines against various diseases.
Present target diseases are AIDS, herpes simplex, malaria, tuberculosis,
prostate cancer and breast cancer.

Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process. The initial clinical evaluation, Phase I,
consists of administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of safety and determine the
appropriate dosage for the product, identify possible side effects and risks in
a larger group of subjects, and provide preliminary indications of efficacy.
Phase III trials consist of testing for actual clinical efficacy within an
expanded group of patients at geographically dispersed test sites.

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

CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(67,000,000) at March 31, 2001, and
expects to incur substantial losses for the foreseeable future.

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

The Offering

In order to provide a possible source of funding for CEL-SCI's current
activities and for the development of its current and planned products, CEL-SCI
has entered into an equity line of credit agreement with Paul Revere Capital
Partners.

Under the equity line of credit agreement, Paul Revere Capital Partners
has agreed to provide CEL-SCI with up to $10,000,000 of funding during the
twenty four-month period following the effective date of the registration
statement to which this prospectus relates. During this twenty four-month
period, CEL-SCI may request a drawdown under the equity line of credit by
selling shares of its common stock to Paul Revere Capital Partners, and Paul
Revere Capital Partners will be obligated to purchase the shares. The minimum
amount CEL-SCI can draw down at any one time is $100,000, and the maximum amount
CEL-SCI can draw down at any one time will be determined at the time of the
drawdown request using a formula contained in the equity line of credit
agreement. CEL-SCI may request a drawdown once every 24 trading days, although
CEL-SCI is under no obligation to request any drawdowns under the equity line of
credit.

During the 22 trading days following a drawdown request, CEL-SCI will
calculate the amount of shares it will sell to Paul Revere Capital Partners and
the purchase price per share. The purchase price per share of common stock will
be based on the daily volume weighted average price of CEL-SCI's common stock
during each of the 22 trading days immediately following the drawdown date, less
a discount of 11%.

Using the formula contained in the equity line of credit agreement, if
CEL-SCI had requested a drawdown on April 12, 2001, the maximum amount CEL-SCI
could draw down during the subsequent 22 trading days would have been $365,304.
Based upon the daily volume weighted average of CEL-SCI's common stock during
these 22 trading days, CEL-SCI would have sold 273,635 shares of its common
stock to Paul Revere Capital Partners and would have received $365,304 from the
sale of these shares. For more details on the maximum drawdown amount, the
calculation of the purchase price and the number of shares CEL-SCI will sell,
see "Equity Line of Credit Agreement" beginning on page 7 of this prospectus.

CEL-SCI is registering the shares of common stock issuable to Paul Revere
Capital Partners under the equity line of credit, as well as the 200,800 shares
underlying the warrants that CEL-SCI granted to Paul Revere Capital Partners.
These shares may be offered for sale from time to time by means of this
prospectus by or for the account of Paul Revere Capital Partners. CEL-SCI will
prepare and file amendments and supplements to this prospectus as may be
necessary in order to keep this prospectus effective as long as the selling
shareholders hold shares of CEL-SCI's common stock or until these shares can be
sold under an appropriate exemption from registration. CEL-SCI has agreed to
bear the expenses of registering the shares, including Paul Revere Capital
Partners's legal fees of $35,000, but not the expenses associated with selling
the shares, such as broker discounts and commissions.

As of May 24, 2001, CEL-SCI had 23,287,617 shares of common stock issued
and outstanding. The number of outstanding shares does not reflect shares which
may be issued upon the exercise and/or conversion of options, warrants or
convertible notes. The shares offered by this prospectus, if sold, will
represent approximately 26% of CEL-SCI's outstanding shares. See "Comparative
Share Data".

CEL-SCI will not receive any proceeds from the sale of the shares by Paul
Revere Capital Partners. However, CEL-SCI will receive proceeds from any sale of
common stock to Paul Revere Capital Partners under the equity line of credit
agreement and upon the exercise of warrants held by Paul Revere Capital
Partners, when, and if, it pays the exercise price in cash. CEL-SCI expects to
use substantially all the net proceeds for general and administrative expenses,
research and clinical trials.

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,
and the need for additional capital. See the "Risk Factors" section of this
prospectus for additional Risk Factors.

Summary Financial Data

The financial data presented below should be read in conjunction with the
more detailed financial statements and related notes which are included
elsewhere in this prospectus along with the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operation."

Results of Operations:

Year Ended Six Months Ended
September 30, 2000 March 31, 2001
--------------------- --------------

Investment Income and Other
Revenues: $442,551 $337,696

Expenses:
Research and Development 4,978,714 4,821,261
Depreciation and Amortization 220,994 99,934
General and Administrative 3,721,240 1,593,933
--------- ---------

Net Loss $(8,478,397) $(6,177,432)
============ ============

Loss per common share
(basic and diluted) $(0.44) $(0.30)

Weighted average common
Shares outstanding 19,259,190 20,653,439

Balance Sheet Data:

September 30, 2000 March 31, 2001

Working Capital $11,725,940 $5,610,884
Total Assets 13,808,882 7,307,450
Total Liabilities 847,423 409,783
Shareholders' Equity 12,961,459 6,897,667

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 certain risks,
including those described below, which could adversely affect the value of their
holdings of common stock. CEL-SCI does not make, nor has it authorized any other
person to make, any representation about the future market value 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 Shares offered by this prospectus

CEL-SCI Has Earned Only Limited Revenues and Has a History of Losses.
--------------------------------------------------------------------

CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through March 31, 2001 CEL-SCI incurred net losses
of approximately $(67,000,000). During the years ended September 30, 1998, 1999
and 2000 CEL-SCI suffered losses of $(6,442,683), $(7,490,725) and $(8,478,397)
respectively. CEL-SCI has relied principally upon the proceeds of public and
private sales of securities to finance its activities to date. All of CEL-SCI's
potential products are in the early stages of development, and any commercial
sale of these products will be many years away. Accordingly, CEL-SCI expects to
incur substantial losses for the foreseeable future.

There can be no assurance CEL-SCI will be profitable. At the present time,
CEL-SCI intends to use available funds to finance CEL-SCI's operations.
Accordingly, while payment of dividends rests within the discretion of the Board
of Directors, no common stock dividends have been declared or paid by CEL-SCI.
CEL-SCI does not presently intend to pay dividends on its common stock and there
can be no assurance that common stock dividends will ever be paid.

If Cel-Sci cannot obtain additional capital, Cel-Sci may have to delay or
postpone development and research expenditures which may influence Cel-Sci's
ability to produce a timely and competitive product.

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. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
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. Although the equity line of credit agreement is expected to be a
source of funding, the amounts which CEL-SCI is able to draw from the equity
line during each drawdown period may not satisfy CEL-SCI's capital needs.

CEL-SCI has agreed that it will not enter into any other equity line of
credit arrangement until the earlier of 24 months from the date of this
prospectus, or sixty days after CEL-SCI has drawn the full $10,000,000 from the
equity line of credit. Although the equity line of credit does not prohibit
CEL-SCI from obtaining capital through other financing arrangements, the terms
of the Series D warrants may hinder CEL-SCI's ability to obtain capital on
favorable term. See "Comparative Share Data" for information concerning the
terms of the Series D warrants. There can be no assurance that CEL-SCI will be
able to obtain the funding needed for its future operations

If Cost Estimates for Clinical Trials and Research Are Inaccurate, CEL-SCI Will
Require Additional Funding.

CEL-SCI's estimates of the costs associated with future clinical trials
and research may be substantially lower than the actual costs of these
activities. If CEL-SCI's cost estimates are incorrect, CEL-SCI will need
additional funding for its research efforts.

Any failure to obtain or any delay in obtaining required regulatory approvals
may adversely affect the ability of CEL-SCI or potential licensees to
successfully market any products they may develop.

Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. The process of obtaining FDA and
corresponding foreign approvals is costly and time consuming, particularly for
pharmaceutical products such as those which might ultimately be developed by
CEL-SCI, VTI or its licensees, and there can be no assurance that such approvals
will be granted. Also, the extent of adverse government regulations which might
arise from future legislative or administrative action cannot be predicted.

CEL-SCI has, at the present time, only one source of multikine and if this
source could not, for any reason, supply CEL-SCI with Multikine, CEL-SCI
estimates that it would take approximately six to ten months to obtain supplies
of Multikine under an alternative manufacturing arrangement.

CEL-SCI has an agreement with an unrelated corporation for the production,
until 2006, of Multikine for research and testing purposes. CEL-SCI does not
know what cost it would incur to obtain an alternative source of supply.

There can be no assurance that CEL-SCI will achieve or maintain a competitive
position or that other technological developments will not cause CEL-SCI's
proprietary technologies to become uneconomical or obsolete.

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

Many pharmaceutical and biotechnology companies are developing products
for the prevention or treatment of cancer and infectious diseases. Many of these
companies have substantial financial, research and development, and marketing
resources and are capable of providing significant long-term competition either
by establishing in-house research groups or by forming collaborative ventures
with other entities. In addition, both smaller companies and non-profit
institutions are active in research relating to cancer and infectious diseases
and are expected to become more active in the future.

CEL-SCI's Patents Might Not Protect CEL-SCI's Technology from Competitors.

Certain aspects of CEL-SCI's technologies are covered by U.S. and foreign
patents. In addition, CEL-SCI has a number of patent applications pending. There
is no assurance that the applications still pending or which may be filed in the
future will result in the issuance of any patents. Furthermore, there is no
assurance as to the breadth and degree of protection any issued patents might
afford CEL-SCI. Disputes may arise between CEL-SCI and others as to the scope
and validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that CEL-SCI will be in
a position, or will deem it advisable, to carry on such a defense. Other private
and public concerns, including universities, may have filed applications for, or
may have been issued, patents and are expected to obtain additional patents and
other proprietary rights to technology potentially useful or necessary to
CEL-SCI. The scope and validity of such patents, if any, the extent to which
CEL-SCI may wish or need to acquire the rights to such patents, and the cost and
availability of such rights are presently unknown. Also, as far as CEL-SCI
relies upon unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.
CEL-SCI's first MULTIKINE patent expired in 2000. Since CEL-SCI does not know if
it will ever be able to sell MULTIKINE on a commercial basis, CEL-SCI cannot
predict what effect the expiration of this patent will have on CEL-SCI.
Notwithstanding the above, CEL-SCI believes that trade secrets and later issued
patents will protect the technology associated with Multikine.

CEL-SCI's Product Liability Insurance May Not Be Adequate to Protect CEL-SCI
from Possible Losses.

Although CEL-SCI has product liability insurance for Multikine and its
HGP-30 vaccine, 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.

The Loss of Management and Scientific Personnel Could Adversely Affect CEL-SCI.
-------------------------------------------------------------------------------

CEL-SCI is dependent for its success on the continued availability of its
executive officers. The loss of the services of any of CEL-SCI's executive
officers could have an adverse effect on CEL-SCI's business. CEL-SCI does not
carry key man life insurance on any of its officers. CEL-SCI's future success
will also depend upon its ability to attract and retain qualified scientific
personnel. There can be no assurance that CEL-SCI will be able to hire and
retain such necessary personnel.

Shares Issuable in Connection with the Equity Line of Credit or Upon the
Conversion of Options, Warrants and Convertible Securities May Depress the Price
of CEL-SCI's Common stock.

CEL-SCI has issued options to its officers, directors, employees and
consultants which allow the holders to acquire additional shares of CEL-SCI's
common stock. In some cases CEL-SCI has agreed that, at its expense, it will
make appropriate filings with the Securities and Exchange Commission so that the
securities issuable upon the exercise of the options will be available for
public sale. Such filings could result in substantial expense to CEL-SCI and
could hinder future financings by CEL-SCI.

Until the options 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 the options may exercise them at a time when
CEL-SCI could obtain additional capital on terms more favorable than those
provided by the options. The exercise of the options will dilute the voting
interest of the owners of presently outstanding shares of CEL-SCI's common stock
and may adversely affect the ability of CEL-SCI to obtain additional capital in
the future. The sale of the shares of common stock issuable upon the exercise of
the options could adversely affect the market price of CEL-SCI's stock.

In December 1999 and January 2000, CEL-SCI sold 1,148,592 shares of its
common stock, plus Series A and Series B warrants, to three private investors.
The Series A warrants permit the holders of the warrants to purchase 402,007
shares of CEL-SCI's common stock at a price of $2.925 per share at any time
prior to December 8, 2002. The Series B warrants allowed the holders to acquire
additional shares of CEL-SCI's common stock at a nominal price in the event the

price of CEL-SCI's common stock fell below $2.4375 per share prior to certain
fixed vesting dates, the first of which in December 2000. On the first fixed
vesting date the price of CEL-SCI's common stock was $1.54. Pursuant to the
terms of the Series B warrants, which have since expired, the holders of the
warrants, in December 2000, received 273,834 additional shares of CEL-SCI's
common stock.

In March 2000, CEL-SCI sold an additional 1,026,666 shares of its common
stock, plus Series C and Series D warrants, to the same three private investors.
The Series C warrants permit the holders of the warrants to purchase 413,344
shares of CEL-SCI's common stock at a price of $8.50 per share at any time prior
to March 21, 2003. The Series D warrants originally allowed the holders, to the
extent they held any shares purchased in the March 2000 offering, to acquire
additional shares of CEL-SCI's common stock at a nominal price in the event the
price of CEL-SCI's common stock fell below $7.50 per share prior to certain
fixed vesting dates, the first of which was in March 2001. On the first fixed
vesting date the price of CEL-SCI's common stock was $1.47. As a result, and in
accordance with the terms of the Series D warrants, the private investors are
entitled to receive 4,207,865 additional shares of CEL-SCI's common stock. The
Series D warrants allow the investors, under certain circumstances, to acquire
additional shares of CEL-SCI's common stock at a nominal price in the event:

o The price of CEL-SCI's common stock falls below $1.47 per share or

o CEL-SCI raises in excess of $1,000,000 at a price which is below either the
then prevailing market price of CEL-SCI's common stock or $1.47 per share.

The shares of common stock sold by CEL-SCI in the December 1999 and
January 2000 private offerings have since been resold by the investors. The
shares of common stock sold in the March 2000 private offering, as well as the
shares of common stock issued or issuable upon the exercise of the Series A, C
and D warrants are being offered for public sale by means of a separate
registration statement which has been filed with the Securities and Exchange
Commission. The sale of common stock issued or issuable upon the exercise of the
Series A, B C and D warrants, or the perception that such sales could occur,
could adversely affect the market price of CEL-SCI's common stock.

An unknown number of shares of common stock, which may be sold by means of
this prospectus, are issuable under the equity line of credit and upon the
exercise of warrants held by Paul Revere Capital Partners. As CEL-SCI sells
shares of its common stock to Paul Revere Capital Partners under the equity line
of credit, and Paul Revere Capital Partners sells the common stock to third
parties, the price of CEL-SCI's common stock may decrease due to the additional
shares in the market. If CEL-SCI decides to draw down on the equity line of
credit as the price of its common stock decreases, CEL-SCI will be required to
issue more shares of its common stock for any given dollar amount invested by
Paul Revere Capital Partners, subject to the minimum selling price specified by
CEL-SCI. The more shares that are issued under the equity line of credit, the
more CEL-SCI's then outstanding shares will be diluted and the more CEL-SCI's
stock price may decrease. Although Paul Revere Capital Partners has agreed not
to engage in any short selling during the term of the equity line of credit, any
decline in the price of CEL-SCI's common stock may encourage short sales by

others, 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 with the expectation that the market price of the shares will
decline in value after the sale. See "Equity Line of Credit Agreement" for more
information concerning this equity line.

The Market Price for CEL-SCI's Common Stock is Volatile.

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.

COMPARATIVE SHARE DATA

Number of Note
Shares Reference

Shares outstanding as of May 24, 2001 23,287,617

Shares issuable pursuant to equity line of
credit: 8,000,000 A.

Shares issuable upon exercise of warrants 200,800 A.

The number of shares outstanding as of May 24, 2001 excludes shares which
may be issued upon the exercise and/or conversion of options, warrants and other
convertible securities previously issued by CEL-SCI. See table below.

Other Shares Which May Be Issued:
--------------------------------

The following table lists additional shares of CEL-SCI's common stock which
may be issued as the result of the exercise of outstanding options, warrants or
the conversion of other securities issued by CEL-SCI:

Number of Note
Shares Reference

Shares issuable upon exercise of 402,007 B.
Series A warrants

Shares issuable upon exercise of 413,344 C.
Series C warrants

Shares issuable upon exercise of 1,687,017 C.
Series D warrants

Shares issuable upon exercise of 25,000 D.
sales agent warrants

Shares issuable upon exercise of 1,100,000 E.
warrants sold to investors in
December 1997 private offering

Shares issuable upon exercise of
options granted to investor relations
consultants 125,000 F.

Shares issuable upon exercise of options
and warrants granted to CEL-SCI's officers,
directors, employees, consultants, and third
parties 3,494,739 G.

A. An unknown number of shares of common stock, which may be sold by means of
this prospectus, are issuable under the equity line of credit agreement between
CEL-SCI and Paul Revere Capital Partners. The 8,000,000 shares which may
possibly be sold by Paul Revere Capital Partners assumes CEL-SCI draws the full
$10,000,000 from the equity line of credit and sells its shares at a price of
$1.25 per share. The price of $1.25 per share assumes an average market price of
$1.40 per share less the 11% discount provided by the terms of the equity line.
As consideration for extending the equity line of credit, CEL-SCI granted Paul
Revere Capital Partners warrants to purchase 200,800 shares of common stock at a
price of $1.64 per share at any time prior to April 11, 2004. See "Equity Line
of Credit Agreement" for more information concerning this equity line.

B. In December 1999 and January 2000, CEL-SCI sold 1,148,592 shares of its
common stock, plus Series A and Series B warrants, to a group of private
investors for $2,800,000. The Series A warrants allow the holders to purchase up
to 402,007 shares of CEL-SCI's common stock at a price of $2.925 per share at
any time prior to December 8, 2002. The Series B warrants allowed the holders,
to the extent they held any shares purchased in the December 1999 and January
2000 offerings, to acquire additional shares of CEL-SCI's common stock at a
nominal price in the event the price of CEL-SCI's common stock fell below
$2.4375 per share prior to certain fixed vesting dates, the first of which in
December 2000. On the first fixed vesting date the price of CEL-SCI's common
stock was less than $2.4375. As a result, and in accordance with the terms of
the Series B warrants, the private investors were issued 273,834 shares of
CEL-SCI's common stock. The shares of common stock sold by CEL-SCI in the
December 1999 and January 2000 private offerings have since been resold by the
investors and as a result no additional shares are issuable pursuant to the
Series B warrants.

C. In March 2000, CEL-SCI sold 1,026,666 shares of its common stock, plus Series
C and Series D warrants, to the same private investors referred to in Note A for
$7,700,000. The Series C warrants allow the holders to purchase up to 413,344
shares of CEL-SCI's common stock at a price of $8.50 per share at any time prior
to March 21, 2003. The Series D warrants originally allowed the holders, to the
extent the held any shares purchased in the March 2000 offering, to acquire
additional shares of CEL-SCI's common stock at a nominal price in the event the
price of CEL-SCI's common stock fell below $7.50 per share prior to certain
fixed vesting dates, the first of which was in March 2001. On the first fixed
vesting date the price of CEL-SCI's common stock was $1.47. As a result, and in
accordance with the terms of the Series D warrants, the private investors are
entitled to receive 4,207,865 additional shares of CEL-SCI's common stock, of
which 2,520,848 shares had been issued as of May 24, 2001.

The remaining fixed vesting dates for the purposes of the Series D
warrants are:

September 21, 2001
March 21, 2002
September 21, 2002
March 21, 2003

Other vesting dates will occur when an extraordinary event occurs, such as
a change in the control of CEL-SCI, the bankruptcy or liquidation of CEL-SCI, or
the failure of CEL-SCI's common stock to be listed on the American Stock
Exchange, the NASDAQ Stock Market or the NASDAQ SmallCap market.

Upon the occurrence of a vesting date, the additional shares (if any)
which CEL-SCI will be required to issue to the holders of the Series D warrants
will be determined in accordance with the following formula:

[(C x PA) / A] - C

C = The number of shares purchased by the Series D warrant holder and
not yet sold

PA = The Adjustment Price from the immediately preceding vesting date
or, with respect to the first vesting date, $1.47.

A = Adjustment price, which is equal to the lesser of $1.47, or the
average of the 10 lowest closing bid prices of CEL-SCI's common
stock during the 30 trading days immediately preceding the vesting
date.

In addition to the foregoing, if CEL-SCI raises in excess of $1,000,000
through the sale of common stock, or securities convertible into common stock,
at a price which is below either the then prevailing market price of CEL-SCI's
common stock or the Adjustment Price from the immediately preceding vesting
date, then the holders of the Series D warrants will be entitled to receive
additional shares of CEL-SCI's common stock in accordance with the following
formula:

[(C x PA) / D] - C

PA = The Adjustment Price from the immediately preceding
vesting date, which was $1.47 as of March 31, 2001.

C = The number of shares purchased by the Series D warrant
holder and not yet sold on the date of the financing.

D = An amount equal to the lesser of the average of the
closing bid prices of CEL-SCI's common stock for the 10
trading days immediately preceding the date of the
financing, or the price per share of the common stock,
or common stock equivalent (as the case may be), sold in
the financing.

The actual number of additional shares issuable upon the exercise of the
Series D warrants (if any) will vary depending upon a number of factors,
including the price of CEL-SCI's common stock at certain dates. Accordingly, the
number of shares (if any) which may be issued upon the exercise of the Series D
warrants cannot be determined at this time. However, based upon the market price
of CEL-SCI's common stock on April 12, 2001, CEL-SCI would not be required to
issue any additional shares of its common stock if the Series D warrants were
exercised as of that date.

D. In connection with CEL-SCI's December 1999 sale of common stock and warrants,
Reedland Capital Partners, a division of Financial West Group, acted as the
sales agent for such offering and received a commission of $125,000 plus Series
A warrants to purchase 25,000 shares of CEL-SCI's common stock. The sales agent
warrants are exercisable at a price of $2.925 per share at any time prior to
December 8, 2002.

E. In December 1997, CEL-SCI sold 10,000 shares of its Series D Preferred Stock,
and 1,100,000 warrants, to ten institutional investors for $10,000,000. All
Series D Preferred shares were subsequently converted into 5,201,400 shares of
CEL-SCI's common stock. Warrants for the purchase of 550,000 shares of common
stock are exercisable at a price of $8.62 at any time prior to December 22,
2001. Warrants for the purchase of 550,000 shares of common stock are
exercisable at a price of $9.31 at any time prior to December 22, 2001. As of
April 12, 2001 none of the warrants had been exercised.

F. CEL-SCI has granted options for the purchase of 125,000 shares of common
stock to certain investor relations consultants in consideration for services
provided to CEL-SCI. The options are exercisable at prices ranging between $2.50
and $5.00 per share and expire between June 2000 and February 2004.

G. The options are exercisable at prices ranging from $1.18 to $11.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.

The shares referred to in note A are being offered for sale to the public
by means of this prospectus. The other shares referred to above are being
offered for sale by means of separate registration statements which have been
filed with the Securities and Exchange Commission.

MARKET FOR CEL-SCI'S COMMON STOCK

As of May 24, 2001 there were approximately 2,800 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the American Stock
Exchange. Set forth below are the range of high and low quotations for CEL-SCI's
common stock for the periods indicated as reported the American Stock Exchange.
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
-------------- ---- ---
12/31/98 $3.50 $1.50
3/31/99 $2.75 $1.63
6/30/99 $3.38 $1.81
9/30/99 $3.81 $1.88

12/31/99 $3.06 $2.18
3/31/00 $9.87 $2.25
6/30/00 $6.37 $2.75
9/30/00 $3.56 $2.20

12/31/00 $2.54 $1.00
3/31/01 $3.30 $1.30

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 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following selected financial data should be read in conjunction with
the more detailed financial statements, related notes and other financial
information included in this prospectus.

For the Years Ended September 30,
----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Investment Income and
Other Revenues: $442,551 $469,518 $792,994 $ 438,145 $ 322,370

Expenses:
Research and Develop-
ment 4,978,714 4,461,051 3,833,854 6,011,670 3,471,477
Depreciation and
Amortization 220,994 268,210 295,331 313,547 290,829
General and Adminis-
trative 3,721,240 3,230,982 3,106,492 2,302,386 2,882,958
Equity in loss of
joint venture -- -- -- -- 3,772
----------------------------------------------------------

Net Loss $(8,478,397) $(7,490,725) $(6,442,683) $(8,189,458)$(6,326,666)
=========== =========== =========== ========== ==========

Loss per common share
(basic and diluted) $(0.44) $(0.52) $(0.74) $(1.00) $(1.16)

Weighted average common
Shares outstanding 19,259,190 14,484,352 11,379,437 9,329,419 6,425,316

Six Months Ended March 31,
----------------------------
2001 2000
---- ----

Investment Income and Other
Revenues: $337,696 $135,848

Expenses:
Research and Development 4,821,261 2,487,290
Depreciation and Amortization 99,934 143,337
General and Administrative 1,593,933 2,067,469
--------- ---------

Net Loss $(6,177,432) $(4,562,248)
============ ============

Loss per common share
(basic and diluted) $(0.30) $(0.25)

Weighted average common
shares outstanding 20,563,439 18,071,192

Balance Sheet Data:
------------------
September 30,
--------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----

Working Capital $11,725,940 $6,152,715 $12,926,014 $4,581,247 $10,266,104
Total Assets 13,808,882 7,559,772 14,431,813 6,334,397 11,878,370
Total Liabilities 847,423 461,586 456,529 508,617 294,048
Shareholders'
Equity 12,961,459 7,098,186 13,975,284 5,825,780 11,584,322

March 31, 2001

Working Capital $5,610,884
Total Assets 7,307,450
Total Liabilities 409,783
Shareholders' Equity 6,897,667

No dividends have been declared on CEL-SCI's common stock.

Results of Operations

Six Months Ended March 31, 2001

Interest income during the six months ending March 31, 2001 was higher
than the same quarter in 2000 as a result of CEL-SCI's larger cash position.
Research and development expenses were significantly higher because of the
expenses incurred in the validation of the new manufacturing facilities at Bio
Science Contract Production Corp. CEL-SCI's expenditures will decrease
significantly in the next quarter since the validation work at Bio Science
Contact Production Corp. has been completed.

Fiscal 2000

Interest income during the year ended September 30, 2000 reflects interest
received and accrued on investments. Research and development expense in 2000 is
higher than in 1999 because CEL-SCI is running more and larger clinical trials.
General and administrative expenses have increased due to the lawsuit brought by
former directors which was settled in May of 2000.

Fiscal 1999

Interest income during the year ending September 30, 1999 reflects interest
received and accrued on investments. Interest income decreased as CEL-SCI used
the proceeds of the sale of the Series D Preferred Stock. Research and
development expense in 1999 was higher than in 1998 because CEL-SCI is running
more and larger clinical trials. General and administrative expenses have
increased due to the addition of more employees needed for the increased
activity level.

Fiscal 1998

Interest income during the year ending September 30, 1998 reflects
interest accrued on investments. Interest income increased from fiscal 1997 due
to the investment of the proceeds of the sale of the Series D Preferred Stock.
Research and development expenses in 1998 are substantially less then the prior
period since the costs of acquiring the MULTIKINE license and the L.E.A.P.S.
technology were expensed in fiscal 1997. General and administrative expenses
increased due to additional employees needed for CEL-SCI's increased activity
level and charges ($587,377) for options granted to persons other than employees
with exercise prices equal to prevailing market prices at the time of grant.

Liquidity and Capital Resources

CEL-SCI has had only limited revenues from operations since its inception
in March l983. CEL-SCI has relied upon proceeds realized from the public and
private sale of its Common Stock to meet its funding requirements. Funds raised
by CEL-SCI have been expended primarily in connection with the acquisition of an
exclusive worldwide license to certain patented and unpatented proprietary
technology and know-how relating to the human immunological defense system,
patent applications, the repayment of debt, the continuation of
Company-sponsored research and development, administrative costs and
construction of laboratory facilities. Inasmuch as CEL-SCI does not anticipate
realizing revenues until such time as it enters into licensing arrangements
regarding the technology and know-how licensed to it (which could take a number
of years), CEL-SCI is mostly dependent upon the proceeds from the sale of its
securities to meet all of its liquidity and capital resource requirements.

In August 1996, CEL-SCI sold, in a private transaction, 5,000 shares of
its Series B Convertible Preferred Stock for $5,000,000 or $1,000 per share.
Prior to December 20, 1996, 1,900 Series B Preferred Shares were converted into
527,774 shares of CEL-SCI's common stock. In December 1996 CEL-SCI repurchased
2,850 Series B Preferred Shares for $2,850,000 plus warrants which allowed the
holders to purchase up to 99,750 shares of CEL-SCI's common stock for $4.25 per
share at any time prior to December 15, 1999. CEL-SCI raised funds required for
this repurchase from the sale of its Series C Preferred Stock. In May 1997 all
remaining 250 shares of the Series B Preferred Stock were converted into 69,444
shares of common stock. In October 1997 17,500 warrants were exercised at $4.25
per share. On December 15, 1999 the remaining 82,250 warrants expired.

In December 1997, CEL-SCI sold 10,000 shares of its Series D Convertible
Preferred Stock, 550,000 Series A Warrants and 550,000 Series B Warrants, to ten
institutional investors for $10,000,000. Each Series A Warrant allows the holder
to purchase one share of CEL-SCI's common stock for $8.62 at any time prior to
December 22, 2001. Each Series B Warrant allows the holder to purchase one share
of CEL-SCI's Common Stock for $9.31 at any time prior to December 22, 2001.

CEL-SCI has filed a registration statement with the Securities and Exchange
Commission covering the sale of the common stock issuable upon the conversion of
the Series D Preferred Stock and/or the exercise of the Series A and Series B
Warrants. As of December 15, 1999 all Series D Preferred Shares had been
converted into 5,201,460 shares of CEL-SCI's common stock. None of the Series A
or Series B warrants have been exercised.

In December 1999 and January 2000, CEL-SCI sold 1,148,592 shares of its
common stock, plus Series A and Series B warrants, to a group of private
investors for $2,800,000. The Series A warrants allow the holders to purchase up
to 402,007 shares of CEL-SCI's common stock at a price of $2.925 per share at
any time prior to December 8, 2002. The Series B warrants allowed the holders,
to the extent they held any shares purchased in the December 1999 and January
2000 offerings, to acquire additional shares of CEL-SCI's common stock at a
nominal price in the event the price of CEL-SCI's common stock fell below
$2.4375 per share prior to certain fixed vesting dates, the first of which in
December 2000. On the first fixed vesting date the price of CEL-SCI's common
stock was $1.54. As a result, and in accordance with the terms of the Series B
warrants, the private investors were issued 273,834 shares of CEL-SCI's common
stock. The shares of common stock sold by CEL-SCI in the December 1999 and
January 2000 private offerings have since been resold by the investors and as a
result no additional shares are issuable pursuant to the Series B warrants.

In March 2000, CEL-SCI sold 1,026,666 shares of its common stock, plus
Series C and Series D warrants, to the same private investors referred to above
for $7,700,000. The Series C warrants allow the holders to purchase up to
413,344 shares of CEL-SCI's common stock at a price of $8.50 per share at any
time prior to March 21, 2003. The Series D warrants originally allowed the
holders, to the extent they held any shares purchased in the March 2000
offering, to acquire additional shares of CEL-SCI's common stock at a nominal
price in the event the price of CEL-SCI's common stock fell below $7.50 per
share prior to certain fixed vesting dates, the first of which was in March
2001. On the first fixed vesting date the price of CEL-SCI's common stock was
$1.47. As a result, and in accordance with the terms of the Series D warrants,
the private investors are entitled to receive 4,207,865 additional shares of
CEL-SCI's common stock, of which 2,520,848 shares have been issued as of May 24,
2001.

During fiscal 2001, CEL-SCI expects that it will spend approximately
$6,000,000 on research, development, and clinical trials. CEL-SCI plans to use
its existing financial resources as well as the proceeds from the sale of its
common stock under the equity line of credit agreement with Paul Revere Capital
Partners to fund its capital requirements during this period.

Other than funding its research and development program, CEL-SCI does not
have any material capital commitments.

It should be noted that substantial additional funds will be needed for
more extensive clinical trials which will be necessary before CEL-SCI will be
able to apply to the FDA for approval to sell any products which may be
developed on a commercial basis throughout the United States. In the absence of
revenues, CEL-SCI will be required to raise additional funds through the sale of
securities, debt financing or other arrangements in order to continue with its
research efforts. However, there can be no assurance that such financing will be
available or be available on favorable terms.

BUSINESS

CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of the drugs and vaccines described
below.

MULTIKINE

CEL-SCI's first, and main, product, MULTIKINE(TM), manufactured using
CEL-SCI's proprietary cell culture technologies, is a combination, or
"cocktail", of natural human interleukin-2 ("IL-2") and certain lymphokines and
cytokines. MULTIKINE is being tested to determine if it is effective in
improving the immune response of cancer patients.

MULTIKINE has been tested in over 150 patients in the past few years in
clinical trials conducted in the U.S., Canada, Europe and Israel. Most of these
patients were head and neck cancer patients, but some studies were also
conducted in prostate cancer patients and HIV-infected patients. The safety
profile was found to be very good and CEL-SCI believes that the tumor response
data suggest that further studies are warranted.

CEL-SCI's primary focus for the development of MULTIKINE is to prove its
usefulness in the treatment of head and neck cancer, which constitutes about 6%
of all cancer worldwide. CEL-SCI is currently conducting several additional head
and neck cancer studies to determine the best regimen for treating the patients.

With a secondary focus, CEL-SCI is also conducting studies with MULTIKINE
in prostate cancer patients and started a cervical cancer study in May 2001.
Although CEL-SCI has the approval to start a 20 patient breast cancer study in
Israel, given the current problems in that region, CEL-SCI will not pursue this
study at the present time.

The function of the immunological system is to protect the body against
infectious agents, including viruses, bacteria, parasites and malignant (cancer)
cells. An individual's ability to respond to infectious agents and to other
substances (antigens) recognized as foreign by the body's immune system is
critical to health and survival. When the immune response is adequate, infection
is usually combated effectively and recovery follows. Severe infection can occur
when the immune response is inadequate. Such immune deficiency can be present
from birth but, in adult life, it is frequently acquired as a result of intense
sickness or as a result of the administration of chemotherapeutic drugs and/or
radiation. It is also recognized that, as people reach middle age and
thereafter, the immune system grows weaker.

Two classes of white blood cells, macrophages and lymphocytes, are believed
to be primarily responsible for immunity. Macrophages are large cells whose
principal immune activity is to digest and destroy infectious agents.
Lymphocytes are divided into two sub-classes. One sub-class of lymphocytes,
B-cells, produces antibodies in response to antigens. Antibodies have unique
combining sites (specificities) that recognize the shape of particular antigens
and bind with them. The combination of an antibody with an antigen sets in
motion a chain of events which may neutralize the effects of the foreign
substance. The other sub-class of lymphocytes, T-cells, regulates immune
responses. T-cells, for example, amplify or suppress antibody formation by
B-cells, and can also directly destroy "foreign" cells by activating "killer
cells."

It is generally recognized that the interplay among T-cells, B-cells and
the macrophages determines the strength and breadth of the body's response to
infection. It is believed that the activities of T-cells, B-cells and
macrophages are controlled, to a large extent, by a specific group of hormones
called cytokines. Cytokines regulate and modify the various functions of both
T-cells and B-cells. There are many cytokines, each of which is thought to have
distinctive chemical and functional properties. IL-2 is but one of these
cytokines and it is on IL-2 and its synergy with other cytokines that CEL-SCI
has focused its attention. Scientific and medical investigation has established
that IL-2 enhances immune responses by causing activated T-cells to proliferate.
Without such proliferation no immune response can be mounted. Other cytokines
support T-cell and B-cell proliferation. However, IL-2 is the only known
cytokine which causes the proliferation of T-cells. IL-2 is also known to
activate B-cells in the absence of B-cell growth factors.

Although IL-2 is one of the best characterized cytokines with anticancer
potential, CEL-SCI is of the opinion that to have optimum therapeutic value,
IL-2 should be administered not as a single substance but rather as a mixture of
IL-2 and certain cytokines, i.e. as a "cocktail". This approach, which was
pioneered by CEL-SCI, makes use of the synergism between these cytokines. It
should be noted, however, that neither the FDA nor any other agency has
determined that CEL-SCI's MULTIKINE product will be effective against any form
of cancer.

It has been reported by researchers in the field of cytokine research that
IL-2 can increase the number of killer T-cells produced by the body, which
improves the body's capacity to selectively destroy specific tumor cells.
Research and human clinical trials sponsored by CEL-SCI have indicated a
correlation between administration of MULTIKINE to cancer patients and
immunological responses. On the basis of these experimental results, CEL-SCI
believes that MULTIKINE may have application for the treatment of solid tumors
in humans.

In November 1990, the Florida Department of Health and Rehabilitative
Services ("DHRS") gave the physicians at a southern Florida medical institution
approval to start a clinical cancer trial in Florida using CEL-SCI's MULTIKINE
product. The focus of the trial was unresectable head and neck cancer.

In 1991, four patients with regionally advanced squamous cell cancer of
the head and neck were treated with CEL-SCI's MULTIKINE product. The patients
had previously received radical surgery followed by x-ray therapy but developed
recurrent tumors at multiple sites in the neck and were diagnosed with terminal
cancer. The patients had low levels of lymphocytes and evidence of immune
deficiency (generally a characteristic of this type of cancer).

Significant tumor reduction occurred in three of the four patients as a
result of the treatment with MULTIKINE. Negligible side effects were observed
and the patients were treated as outpatients. Notwithstanding the above, it
should be noted that these trials were only preliminary and were only conducted
on a small number of patients. It remains to be seen if MULTIKINE will be
effective in treating any form of cancer.

These results caused CEL-SCI to embark on a major manufacturing program
for MULTIKINE with the goal of being able to produce a drug that would meet the
stringent regulatory requirements for advanced human studies. This program
included building a pilot scale manufacturing facility.

Since that time, MULTIKINE has been well tolerated in clinical studies
involving more than 150 patients. Some of the more recent clinical data were
presented at the 5th International Congress on Head and Neck Cancer in San
Francisco in August, 2000. The study enrolled advanced primary head and neck
cancer patients who were treated prior to surgery and/or radiation for 2 weeks.
Dr. Dudkevitch from the Department of Otolaryngology at the Rabin Medical
Center, Israel, presented data showing that, of the 12 patients treated, two
patients had a complete tumor response (100% tumor reduction) following the
2-week treatment with the MULTIKINE regimen. He also noted that upon
histopathological examination of the tissue removed during surgery, no tumor
residues were found in those patients. Another 4 patients showed a partial
(greater than 50%) tumor reduction and six patients had tumor reductions of less
than 50%. Two patients refused surgery after treatment with MULTIKINE.

The researcher also reported that several of the patients had increased
tongue mobility and/or reduction or elimination of local pain. These are
considered to be important indicators for the patient's quality of life. There
were no tumor progressions or adverse local changes, nor was there evidence of
toxicity from MULTIKINE. Both recovery after operation and wound healing were
normal.

A substantial part of the oral presentation was spent on a discussion of
the pathology findings. The researchers reported that from biopsy samples of 10
patients analyzed before and after treatment, an increase in the degree of
lymphocytic infiltration was noted in 5 patients. Of special interest was the
new post-treatment appearance of multinucleated histiocytes in 5 patients with
significant tumor reductions. The multinucleated histiocytes were detected in
two specific locations, namely around the keratin debris and in the tumor-stroma
interface, and they appear to be actively engulfing the tumor cells.

Promising results were also seen in other clinical studies, most of which
tested different dosages and routes of administration, although tumor reductions
were not as significant as those noted in the Israeli study. The focus of
several new studies involving an additional 80 patients is to define the best
treatment regimen for Multikine.

CEL-SCI also started a Phase I clinical trial with Edmund Tramont, M.D.,
of the University of Maryland Biotechnology Institute's (UMBI) in May 2001 in
HIV and HPV (Human Papilloma Virus) co-infected women with cervical cancer. The
goal of the study is to obtain safety and preliminary efficacy data on Multikine
as a treatment for pre-cancerous lesions of the cervix (dysplasia) and human
cancer/neoplasia. Most cervical dysplasia and cancer is due to infection with
HPV. The rationale for using MULTIKINE in the treatment of cervical cancer is
that MULTIKINE will help correct this defect and safely boost the patients'
immune systems to a point where their immune systems can fight and eliminate the
virally induced cancer.

Similar efforts are underway in prostate cancer. However, due to the size
of CEL-SCI's clinical department, CEL-SCI has been unable to move aggressively
in this area.

In November 2000, CEL-SCI concluded a development, supply and distribution
agreement with Orient Europharma of Taiwan. The agreement gives Orient
Europharma the exclusive marketing rights to Multikine for all cancer
indications in Taiwan, Singapore, Hong Kong and Malaysia. The agreement provides
for Orient Europharma to fund the clinical trials needed to obtain marketing
approvals in the four countries for head and neck cancer, nasal pharyngeal
cancer and potentially cervical cancer, which are very prevalent in Far East
Asia. CEL-SCI may use the clinical data generated in these trials to support
applications for marketing approvals for Multikine in other parts of the world.

Under the agreement, CEL-SCI will manufacture Multikine and Orient
Europharma will purchase the product from CEL-SCI for distribution in the
territory. Both parties will share in the revenue from the sale of Multikine.

Head and neck cancer is the sixth most frequently occurring cancer
worldwide, with an incidence of 500,000 annually. Recent statistics show no
reduction in head and neck cancer mortality, but rather a dramatic increase of
the disease in certain segments of the population. This cancer is most
frequently found in men in their 50's or early 60's with a history of smoking
and alcohol consumption. Conventional treatment calls for either surgery, which
can be extremely disfiguring, or radiation and chemotherapy, both of which are
associated with very unpleasant side-effects.

Proof of efficacy for anti-cancer drugs is a lengthy and complex process.
At this early stage of clinical investigation, it remains to be proven that
MULTIKINE will be effective against any form of cancer. Even if some form of
MULTIKINE is found to be effective in the treatment of cancer, commercial use of
MULTIKINE may be several years away due to extensive safety and effectiveness
tests that would be necessary before required government approvals are obtained.
It should be noted that other companies and research teams are actively involved
in developing treatments and/or cures for cancer, and accordingly, there can be
no assurance that CEL-SCI's research efforts, even if successful from a medical
standpoint, can be completed before those of its competitors.

CEL-SCI uses an unrelated corporation for certain aspects of the
production of MULTIKINE for research and testing purposes. The agreement with
this corporation expires in 2006.

T-CELL MODULATION PROCESS

In January 1996, CEL-SCI acquired a new patented T-cell Modulation Process
which uses "heteroconjugates" to direct the body to choose a specific immune
response. The heteroconjugate technology, referred to as L.E.A.P.S. (Ligand
Epitope Antigen Presentation System), is intended to selectively stimulate the
human immune system to more effectively fight bacterial, viral and parasitic

infections and cancer, when it cannot do so on its own. Administered like
vaccines, L.E.A.P.S. 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.

CEL-SCI intends to use this technology to develop potential treatments
and/or vaccines against various diseases. Present target diseases are herpes
simplex, AIDS, malaria, tuberculosis, prostate cancer and breast cancer.

In August 1996, CEL-SCI signed a Cooperative Research and Development
Agreement ("CRADA") with the Naval Medical Research Institute of the U.S. Navy
to jointly develop a potential malaria vaccine using CEL-SCI's L.E.A.P.S.
technology. This agreement was extended in 1998 and again in 2000. Malaria
affects about 300-500 million people per year and is responsible for about 2.7
million deaths annually. It is a parasitic disease transmitted by mosquitoes. As
with tuberculosis, the emergence of drug resistant strains is a major problem,
as is the emergence of mosquitoes which are resistant to traditional
insecticides. While at present the number of malaria cases is not a major
problem in the continental U.S., there are an increasing number of cases
involving Americans bringing the disease home from overseas travels. Currently,
there is no approved malaria vaccine anywhere in the world.

The large majority of the malaria studies were conducted in outbred CD-1
mice, which may be more representative of a human population than inbred mice.
Protection against rodent malaria in those experiments was observed in 62-70% of
the vaccinated animals compared to protection levels between 0-30% observed in
the control groups.

The L.E.A.P.S. construct used in this study was a combination of a peptide
representing a mouse malaria epitope linked to another peptide, called the
T-cell binding ligand, which was designed to specifically stimulate the immune
system. Each of these two peptides was given individually as a control. In all
experiments, the level of protection achieved after immunization with the
L.E.A.P.S. construct was significantly higher than when the two peptides were
given individually.

The studies showed that the protective immune responses required the
presence of T- cells having a marker called CD4, typically found on helper T-
cells, as well as the presence of gamma Interferon, which suggests that a
cellular immune response may be involved in protection.

In October 1996, CEL-SCI and Northeastern Ohio University College of
Medicine signed a Collaborative Research Agreement to jointly identify and
evaluate Herpes Simplex Virus related peptides. This study made use of CEL-SCI's
LEAPS technology which combines T-cell binding ligands with small, disease
associated, peptide antigens. In the past, some vaccines have worked simply by
vaccination with viral proteins (e.g. hepatitis B) to immunize patients. In the
case of herpes simplex, that strategy has yet to be proven successful. The
purpose of adding the T-cell binding ligand was to increase the effectiveness of
the vaccine by directing the immune response to react in the way most likely to
eliminate or control the disease agent. To test this hypothesis in herpes

simplex, the researchers administered the vaccine with a T-cell binding ligand
to one group of mice in order to direct the immune response to the cellular
side, which is thought to be protective. The researchers also administered the
vaccine to a separate group of mice using a different T-cell binding ligand to
direct the immune response to the humoral (antibody) side, which is thought to
be non-protective. For both vaccines, the herpes simplex peptide was kept the
same. The results of the study indicated that the immunizations allowed the mice
to resolve the infection quicker and more effectively resulting in minimal
symptoms and mortality. The vaccine inducing a cellular immune response was
protective while the vaccine inducing a humoral (antibody) immune response was
not protective and actually accelerated disease progression. Two studies with
different herpes simplex peptides also showed protection, confirming the results
from the prior study. Research conducted pursuant to this study may lead to the
future development of a herpes simplex vaccine.

In May 1998, CEL-SCI announced the receipt of a Phase I $100,000 research
grant to fund further animal studies with its herpes simplex vaccine. This grant
was given pursuant to the Small Business Innovation Research Program of the
National Institute of Allergy and Infectious Diseases.

In October 2000, CEL-SCI received approval for funding of a Phase II grant
from the National Institute of Allergy and Infectious Diseases. This grant was
awarded following the successful completion of studies, funded by the Phase I
grant, which showed increased protection from death in an animal challenge model
of herpes simplex. The Phase II grant, worth about $764,000 over two years, will
support the further development of a herpes simplex virus vaccine based on
CEL-SCI's L.E.A.P.S. technology.

Conservative estimates of those individuals who have genital infections
are 30-40 million in the U.S. Oral herpetic infections are of a greater
frequency. In newborns or in immunosuppressed patients (e.g. AIDS), herpes can
lead to serious illness and death. Vaccination against herpes simplex virus may
prevent or treat herpes simplex infection. Unlike most other viruses, once
infected, a herpes virus remains in hiding within an individual and is
reactivated often by stress-inducing factors. For some individuals, recurrences
may take place on a monthly basis. Although there are antiviral drugs which are
used to prevent serious disease and lessen the symptoms, there is currently no
method to effectively prevent initial infection, to eliminate the virus from an
infected person, or to prevent recurrences.

Scientists at Northeastern Ohio University College of Medicine have been
working on methods of treating and detecting the herpes virus for over fifteen
years.

In November 1999, CEL-SCI announced a collaborative study for the
treatment, and possible prevention, of autoimmune myorcarditis with researchers
at the Department of Pathology, the Johns Hopkins Medical Institutions,
Baltimore, Maryland.

Myocarditis, an autoimmune disease affecting the heart muscle, is thought
to be caused by an attack on the patient's heart muscle by his/her own immune
cells and antibodies. Myocarditis is a precursor to dilated cardiomyopathy,
which is an end stage cardiac disease usually requiring a heart transplant. The
incidence of dilated cardiomyopathy is about 200,000 people in the United States
alone. The current treatments are not curative.

The study will use L.E.A.P.S.(TM) technology, as well as a technology
recently developed at CEL-SCI and called AdapT (Antigen Directed Apoptosis). The
AdapT technology is designed to lead to the removal, in an antigen specific
(highly targeted) manner, of only those immune system cells that cause the
disease, thereby leaving the remainder of the immune response intact and
subsequently able to defend against other diseases.

The goal of the first phase of this animal study is to establish the
animal model of autoimmune myocarditis, using the L.E.A.P.S technology. In the
second phase, AdapT and L.E.A.P.S. derived peptides may be used, in the case of
the L.E.AP.S., to divert immune responses away from the disease-causing immune
system cells or, in the case of AdapT, to remove the disease-causing immune
system cells.

If the L.E.A.P.S. or AdapT technologies are shown to work in the animal
model for myocarditis, additional studies may be started to test this new
approach for the treatment of other autoimmune diseases as well.

In November 1999, CEL-SCI also announced that it has entered into a
research collaboration agreement with research scientists at the Max-Delbruck
Center for Molecular Medicine in Berlin, Germany. The goal of the collaboration
is to develop a therapeutic vaccine for breast and/or colon cancer.

The collaboration will make use of the L.E.A.P.S. technology, in
combination with the specialized cancer antigen and animal testing model
knowledge of the team in Berlin. The work is being conducted under the umbrella
of the Biological Therapeutic Development Group of the European Office for
Research and Treatment of Cancer.

The L.E.A.P.S. technology was acquired from Cell-Med, Incorporated
("CELL-MED") in consideration for CEL-SCI's payment of $56,000 plus the
issuance, during 1996, of 33,378 shares of CEL-SCI's common stock. CEL-SCI must
pay CELL-MED additional payments of up to $600,000, depending upon CEL-SCI's
ability to obtain regulatory approval for clinical studies using the technology.
In addition, should CEL-SCI receive FDA approval for the sale of any product
incorporating the technology, CEL-SCI is obligated to pay CELL-MED an advance
royalty of $500,000, a royalty of 5% of the sales price of any product using the
technology, plus 15% of any amounts CEL-SCI receives as a result of sublicensing
the technology. So long as CEL-SCI retains rights in the technology, CEL-SCI has
also agreed to pay the future costs associated with pursuing and/or maintaining
CELL-MED's patents and patent applications relating to the technology. The
technology obtained from CELL-MED is covered by several U.S. and European
patents. Additional patent applications are pending.

AIDS VACCINE

Prior to 2001, CEL-SCI was involved in the development of a preventive
vaccine against HIV infection. During 2000 CEL-SCI completed Phase II human
clinical trials with this vaccine in the Netherlands. The vaccine, which is
derived from CEL-SCI's HGP-30 technology, is primarily directed against HIV
subtype C, the most prevalent HIV subtype in Africa and other third world
countries. HGP-30 is a thirty amino acid region of the p17 core protein of HIV.
CEL-SCI holds proprietary rights to certain synthesized components of the p17
core protein. The HGP-30 vaccine differs from most other vaccine candidates in
that its active component, the HGP-30 peptide, is derived from the p17 core
protein particles of the virus. Since HGP-30 is a totally synthetic molecule
containing no live virus, it cannot cause infection. Unlike the envelope (i.e.
outside) proteins, the p17 region of the AIDS virus appears to be relatively
non-changing. HGP-30 may also be effective in treating persons infected with the
AIDS virus. Currently CEL-SCI is no longer pursuing further development of its
AIDS vaccine and is attempting to license this technology to a third party.

RESEARCH AND DEVELOPMENT

Since 1983, and through September 30, 2000, approximately $32,245,000 has
been expended on CEL-SCI-sponsored research and development, including
approximately $4,982,000, $4,461,000 and $3,834,000, respectively during the
years ended September 30, 2000, 1999 and 1998.

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

CEL-SCI has a Scientific Advisory Board ("SAB") comprised of scientists
distinguished in biomedical research in the field of cytokines and related
areas. From time to time, members of the SAB advise CEL-SCI on its research
activities. Institutions with which members of the SAB are affiliated have in
the past conducted and may in the future conduct Company-sponsored research. The
SAB has in the past and may in the future, at its discretion, invite other
scientists to opine in confidence on the merits of CEL-SCI-sponsored research.
Members of the SAB receive $500 per month from CEL-SCI.

The members of CEL-SCI's SAB are:

Evan M. Hersh, M.D. - Professor of Medicine, Microbiology and Immunology,
Assistant Director of Experimental Therapeutics and Translational Research,
Arizona Cancer Center, Tucson.

Michael J. Mastrangelo, M.D. - Professor of Medicine, Jefferson Medical
College, Philadelphia, Pennsylvania; and Associate Clinical Director, Jefferson
Cancer Center, Philadelphia, Pennsylvania.

Alan B. Morris, Ph.D. - Professor, Department of Biological Sciences,
University of Warwick, Coventry, U.K.

Edmond C. Tramont, M.D. - Associate Director of The Institute of Human
Virology, University of Maryland Biotechnology Institute.

GOVERNMENT REGULATION

The investigational agents and future products of CEL-SCI are regulated in
the United States under the Federal Food, Drug and Cosmetic Act, the Public
Health Service Act, and the laws of certain states. The Federal Food and Drug
Administration (FDA) exercises significant regulatory control over the clinical
investigation, manufacture and marketing of pharmaceutical and biological
products.

Prior to the time a pharmaceutical product can be marketed in the United
States for therapeutic use, approval of the FDA must normally be obtained.
Certain states, however, have passed laws which allow a state agency having
functions similar to the FDA to approve the testing and use of pharmaceutical
products within the state. In the case of either FDA or state regulation,
preclinical testing programs on animals, followed by three phases of clinical
testing on humans, are typically required in order to establish product safety
and efficacy.

The first stage of evaluation, preclinical testing, must be conducted in
animals. After lack of toxicity has been demonstrated, the test results are
submitted to the FDA (or state regulatory agency) along with a request for
clearance to conduct clinical testing, which includes the protocol that will be
followed in the initial human clinical evaluation. If the applicable regulatory
authority does not object to the proposed study, the investigator can proceed
with Phase I trials. Phase I trials consist of pharmacological studies on a
relatively few number of humans under rigidly controlled conditions in order to
establish lack of toxicity and a safe dosage range.

After Phase I testing is completed, one or more Phase II trials are
conducted in a limited number of patients to test the product's ability to treat
or prevent a specific disease, and the results are analyzed for clinical
efficacy and safety. If the results appear to warrant confirmatory studies, the
data is submitted to the applicable regulatory authority along with the protocol
for a Phase III trial. Phase III trials consist of extensive studies in large
populations designed to assess the safety of the product and the most desirable
dosage in the treatment or prevention of a specific disease. The results of the
clinical trials for a new biological drug are submitted to the FDA as part of a
product license application ("PLA"), a New Drug Application ("NDA") or Biologics
License Application ("BLA"), depending on the type or derivation of the product
being studied.

In addition to obtaining FDA approval for a product, a biologics
establishment license application ("ELA") may need to be filed in the case of
biological products derived from blood, or not considered to be sufficiently
well characterized, in order to obtain FDA approval of the testing and
manufacturing facilities in which the product is produced. To the extent all or
a portion of the manufacturing process for a product is handled by an entity

other than CEL-SCI, CEL-SCI must similarly receive FDA approval for the other
entity's participation in the manufacturing process. Domestic manufacturing
establishments are subject to inspections by the FDA and by other Federal, state
and local agencies and must comply with Good Manufacturing Practices ("GMP") as
appropriate for production. In complying with GMP regulations, manufacturers
must continue to expend time, money and effort in the area of production,
quality control and quality assurance to ensure full technical compliance.

The process of drug development and regulatory approval requires
substantial resources and many years. Approval of drugs and biologicals by
regulatory authorities of most foreign countries must also be obtained prior to
initiation of clinical studies and marketing in those countries. The approval
process varies from country to country and the time period required in each
foreign country to obtain approval may be longer or shorter than that required
for regulatory approval in the United States.

There are no assurances that clinical trials conducted under approval from
state authorities or conducted in foreign countries will be accepted by the FDA.
Product licensure in a foreign country does not mean that the product will be
licensed by the FDA and there are no assurances that CEL-SCI will receive any
approval of the FDA or any other governmental entity for the manufacturing
and/or marketing of a product. Consequently, the commencement of the marketing
of any Company product is, in all likelihood, many years away.

There can be no assurance that CEL-SCI will be successful in obtaining
approvals from any regulatory authority to conduct further clinical trials or to
manufacture and sell its products. The lack of regulatory approval for CEL-SCI's
products will prevent CEL-SCI from generally marketing its products. Delays in
obtaining regulatory approval or the failure to obtain regulatory approval in
one or more countries may have a material adverse impact upon CEL-SCI's
operations.

COMPETITION AND MARKETING

Many companies, nonprofit organizations and governmental institutions are
conducting research on cytokines. Competition in the development of therapeutic
agents incorporating cytokines is intense. Large, well-established
pharmaceutical companies are engaged in cytokine research and development and
have considerably greater resources than CEL-SCI has to develop products. The
establishment by these large companies of in-house research groups and of joint
research ventures with other entities is already occurring in these areas and
will probably become even more prevalent. In addition, licensing and other
collaborative arrangements between governmental and other nonprofit institutions
and commercial enterprises, as well as the seeking of patent protection of
inventions by nonprofit institutions and researchers, could result in strong
competition for CEL-SCI. Any new developments made by such organizations may
render CEL-SCI's licensed technology and know-how obsolete.

Several biotechnology companies are producing IL-2-like compounds. CEL-SCI
believes, however, that it is the only producer of a patented IL-2 product using
a patented cell-culture technology with normal human cells. CEL-SCI foresees
that its principle competition will come from producers of

genetically-engineered IL-2-like products. However, it is CEL-SCI's belief,
based upon growing scientific evidence, that its natural IL-2 products have
advantages over the genetically engineered, IL-2-like products. Evidence
indicates that genetically engineered, IL-2-like products, which lack sugar
molecules and typically are not water soluble, may be recognized by the
immunological system as a foreign agent, leading to a measurable antibody
build-up and thereby possibly voiding their therapeutic value. Furthermore,
CEL-SCI's research has established that to have optimum therapeutic value IL-2
should be administered not as a single substance but rather as an IL-2-rich
mixture of certain cytokines and other proteins, i.e. as a "cocktail". If these
differences prove to be of importance, and if the therapeutic value of its
MULTIKINE product is conclusively established, CEL-SCI believes it will be able
to establish a strong competitive position in a future market.

CEL-SCI has not established a definitive plan for marketing nor has it
established a price structure for CEL-SCI's saleable products. However, CEL-SCI
intends, if CEL-SCI is in a position to begin commercialization of its products,
to enter into written marketing agreements with various major pharmaceutical
firms with established sales forces. The sales forces in turn would probably
target CEL-SCI's products to cancer centers, physicians and clinics involved in
immunotherapy.

CEL-SCI may encounter problems, delays and additional expenses in
developing marketing plans with outside firms. In addition, CEL-SCI may
experience other limitations involving the proposed sale of its products, such
as uncertainty of third-party reimbursement. There is no assurance that CEL-SCI
can successfully market any products which they may develop or market them at
competitive prices.

Some of the clinical trials funded to date by CEL-SCI have not been
approved by the FDA, but rather have been conducted pursuant to approvals
obtained from certain states and foreign countries. Conducting clinical studies
in foreign countries is normal industry practice since these studies can often
be completed in less time and are less expensive than studies conducted in the
U.S. Conducting clinical studies in foreign countries is also beneficial since
CEL-SCI will need the approval from a foreign country prior to the time CEL-SCI
can market any of its drugs in the foreign country. However, since the results
of these clinical trials may not be accepted by the FDA, competitors which are
conducting clinical trials approved by the FDA may have an advantage in that the
products of such competitors are further advanced in the regulatory process than
those of CEL-SCI. CEL-SCI is conducting its trials in compliance with
internationally recognized standards. By following these standards, CEL-SCI
anticipates obtaining acceptance from world regulatory bodies, including the
FDA.

PROPERTIES

CEL-SCI leases office space at 8229 Boone Blvd., Suite 802, Vienna,
Virginia at a monthly rental of approximately $7,600. CEL-SCI believes this
arrangement is adequate for the conduct of its present business.

In October 2000, CEL-SCI expanded its fully-equipped laboratory facilities
by 6,200 square feet to 17,900 square feet. This space is leased by CEL-SCI for
approximately $10,450 per month. The laboratory lease expires in 2004, with
extensions available until 2014.

MANAGEMENT

Name Age Position

Maximilian de Clara 71 Director and President
Geert R. Kersten, Esq. 42 Director, Chief Executive Officer, Secretary
and Treasurer
Patricia B. Prichep 49 Senior Vice President of Operations
M. Douglas Winship 51 Senior Vice President of Regulatory Affairs
and Quality Assurance
Dr. Eyal Talor 45 Senior Vice President of Research and
Manufacturing Dr.
Daniel H. Zimmerman 59 Senior Vice President of Research, Cellular
Immunology
Michael Luecke 58 Senior Vice President of Business Development
Alexander G. Esterhazy 56 Director
F. Donald Hudson 67 Director
C. Richard Kinsolving 66 Director

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

Mr. Maximilian de Clara, by virtue of his position as an officer and
director of CEL-SCI, may be deemed to be the "parent" and "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the
Securities and Exchange Commission.

The principal occupations of CEL-SCI's officers and directors, during the
past several years, are as follows:

Maximilian de Clara. Mr. de Clara has been a Director of CEL-SCI since its
inception in March l983, and has been President of CEL-SCI since July l983.
Prior to his affiliation with CEL-SCI, and since at least l978, Mr. de Clara was
involved in the management of his personal investments and personally funding
research in the fields of biotechnology and biomedicine. Mr. de Clara attended
the medical school of the University of Munich from l949 to l955, but left
before he received a medical degree. During the summers of l954 and l955, he
worked as a research assistant at the University of Istanbul in the field of
cancer research. For his efforts and dedication to research and development in
the fight against cancer and AIDS, Mr. de Clara was awarded the "Pour le Merit"
honorary medal of the Austrian Military Order "Merito Navale" as well as the
honor cross of the Austrian Albert Schweitzer Society.

Geert R. Kersten, Esq. Mr. Kersten was Director of Corporate and Investment
Relations for CEL-SCI between February 1987 and October 1987. In October of
1987, he was appointed Vice President of Operations. In December 1988, Mr.
Kersten was appointed Director of CEL-SCI. Mr. Kersten also became CEL-SCI's
Secretary and Treasurer in 1989. In May 1992, Mr. Kersten was appointed Chief

Operating Officer and in February 1995, Mr. Kersten became CEL-SCI's Chief
Executive Officer. In previous years, Mr. Kersten worked as a financial analyst
with Source Capital, Ltd., an investment advising firm in McLean, Virginia. Mr.
Kersten is a stepson of Maximilian de Clara, who is the President and a Director
of CEL-SCI. Mr. Kersten attended George Washington University in Washington,
D.C. where he earned a B.A. in Accounting and an M.B.A. with emphasis on
International Finance. He also attended law school at American University in
Washington, D.C. where he received a Juris Doctor degree.

Patricia B. Prichep has been CEL-SCI's Senior Vice President of Operations
since March 1994. Between December 1992 and March 1994, Ms. Prichep was
CEL-SCI's Director of Operations. From June 1990 to December 1992, Ms. Prichep
was the Manager of Quality and Productivity for the NASD's Management, Systems
and Support Department. Between 1982 and 1990, Ms. Prichep was Vice President
and Operations Manager for Source Capital, Ltd.

M. Douglas Winship has been CEL-SCI's Senior Vice President of Regulatory
Affairs and Quality Assurance since April 1994. Between 1988 and April 1994, Mr.
Winship held various positions with Curative Technologies, Inc., including Vice
President of Regulatory Affairs and Quality Assurance (1991-1994).

Eyal Talor, Ph.D. has been CEL-SCI's Senior Vice President of Research and
Manufacturing since March 1994. From October 1993 until March 1994, Dr. Talor
was Director of Research, Manufacturing and Quality Control, as well as the
Director of the Clinical Laboratory, for Chesapeake Biological Laboratories,
Inc. From 1991 to 1993, Dr. Talor was a scientist with SRA Technologies, Inc.,
as well as the director of SRA's Flow Cytometry Laboratory (1991-1993) and
Clinical Laboratory (1992-1993). During 1992 and 1993, Dr. Talor was also the
Regulatory Affairs and Safety Officer For SRA. Since 1987, Dr. Talor has held
various positions with the John Hopkins University, including course coordinator
for the School of Continuing Studies (1989-Present), research associate and
lecturer in the Department of Immunology and Infectious Diseases (1987-1991),
and associate professor (1991-Present).

Daniel H. Zimmerman, Ph.D. has been CEL-SCI's Senior Vice President of
Cellular Immunology since January 1996. Dr. Zimmerman founded CELL-MED, Inc. and
was its president from 1987-1995. From 1973 to 1987 Dr. Zimmerman served in
various positions at Electronucleonics, Inc. including Scientist, Senior
Scientist, Technical Director and Program Manager. From 1969-1973 Dr. Zimmerman
was a Senior Staff Fellow at NIH.

Michael Luecke joined CEL-SCI as Senior Vice President of Business
Development in June 1998. Mr. Luecke has over 20 years of business experience in
pharmaceutical and biotechnology companies. He has held senior-level business
development/licensing positions with Bristol-Myers, SmithKline and Ciba-Geigy,
as well as several small biopharmaceutical companies.

Alexander G. Esterhazy has been an independent financial advisor since
November 1997. Between July 1991 and October 1997 Mr. Esterhazy was a senior
partner of Corpofina S.A. Geneva, a firm engaged in mergers, acquisitions and
portfolio management. Between January 1988 and July 1991 Mr. Esterhazy was a
managing director of DG Bank in Switzerland. During this period Mr. Esterhazy
was in charge of the Geneva, Switzerland branch of the DG Bank, founded and
served as vice president of DG Finance (Paris) and was the President and Chief
Executive officer of DG-Bourse, a securities brokerage firm.

F. Donald Hudson has been a director of CEL-SCI since May 19, 2000. Mr.
Hudson was previously a director of CEL-SCI between May 1992 and March 1999.
Since October 1995 Mr. Hudson has been a consultant in the biotechnology field.
From December 1994 to October 1995 Mr. Hudson was President and Chief Executive
Officer of VIMRx Pharmaceuticals, Inc. (now Nexell Corp.). Mr. Hudson was
reappointed as a director on May 19, 2000 in connection with the settlement of
litigation brought by Mr. Hudson and a former director of CEL-SCI

C. Richard Kinsolving, Ph.D has been a Director of the Company since April,
2001. Since February 1999 Dr. Kinsolving has been the Chief Executive Officer of
BioPharmacon, a pharmaceutical development company. Between December 1992 and
February 1999 Dr. Kinsolving was the President of Immuno-Rx, Inc., a company
engaged in immuno-pharmaceutical development. Between December 1991 and
September 1995 Dr. Kinsolving was President of Bestechnology, Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr. Kinsolving received his Ph.D. in Pharmacology from Emory University
(1970), his Masters degree in Physiology/Chemistry from Vanderbilt University
(1962), and his Bachelor's degree in Chemistry from Tennessee Tech. University
(1957).

All of CEL-SCI's officers devote substantially all of their time to
CEL-SCI's business. Messrs. Esterhazy, Hudson and Kinsolving, as directors,
devote only a minimal amount of time to CEL-SCI.

CEL-SCI has an audit committee and compensation committee. The members of
the audit committee are Geert Kersten, Alexander G. Esterhazy and C. Richard
Kinsolving. The members of the compensation committee are Maximilian de Clara,
Alexander Esterhazy and C. Richard Kinsolving.

Executive Compensation

The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of CEL-SCI and (ii) by each other executive
officer of CEL-SCI who received in excess of $100,000 during the fiscal year
ended September 30, 2000.

All
Other Other
Annual Restric- Com-
Compen- ted Stock Options pensa-
Name and Princi- Fiscal Salary Bonus sation Awards Granted tion
pal Position Year (1) (2) (3) (4) (5) (6)
------------------ ---- ------- ------ ------- --------- ------- ------

Maximilian de Clara, 2000 $345,583 -- $72,945 $550,000 60,000 $ 64
President 1999 $335,292 -- $72,945 $435,625 145,000 $ 63
1998 $315,021 -- $81,709 -- 164,000 $ 73

Geert R. Kersten, 2000 $303,049 -- $15,349 $10,375 60,000 $4,114
Chief Executive 1999 $268,480 $15,154 $10,000 145,000 $4,113
Officer, Secretary 1998 $229,533 -- $15,180 $ 7,500 164,000 $5,310
and Treasurer

Patricia B. Prichep 2000 $114,430 -- $3,000 $6,998 23,000 $ 63
Senior Vice President
of Operations 1999 $107,936 -- $3,000 $6,476 79,500 $ 63

M. Douglas Winship, 2000 $154,658 -- $2,400 $9,280 20,000 $ 64
Senior Vice President 1999 $146,609 -- $2,400 $8,797 27,500 $ 63
of Regulatory Affairs 1998 $136,918 -- $2,400 $6,240 -- $1,060
and Quality Assurance

Eyal Talor, Ph.D. 2000 $150,334 -- $3,000 $9,020 50,000 $ 63
Senior Vice President 1999 $139,085 -- $3,000 $8,345 30,000 $ 63
of Research and 1998 $130,845 -- $3,000 $5,769 27,000 $ 958
Manufacturing

Daniel Zimmerman, 2000 $124,165 -- $3,000 $7,450 20,000 $ 64
Ph.D., 1999 $114,806 -- $3,000 $6,888 45,000 $ 63
Senior Vice President 1998 $106,360 -- $3,000 $4,882 39,000 $ 822
of Cellular Immunology

Michael Luecke, 2000 $150,000 -- -- $9,000 -- $ 64
Senior Vice President 1999 $150,000 -- -- $8,875 -- $ 63
of Business Development

(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represent automobile, parking and other
transportation expenses, plus, in the case of Maximilian de Clara and
Geert Kersten, director's fees of $8,000.
(4) During the periods covered by the table, the value of the shares of
restricted stock issued as compensation for services to the persons listed
in the table. In the case of Mr. de Clara, the shares were issued in
consideration for past services rendered to CEL-SCI. In the case of all
other persons listed in the table, the shares were issued as CEL-SCI's
contribution on behalf of the named officer to CEL-SCI's 401(k) retirement
plan.

As of September 30, 2000, the number of shares of CEL-SCI's common stock,
owned by the officers included in the table above, and the value of such shares
at such date, based upon the market price of CEL-SCI's common stock were:

Name Shares Value

Maximilian de Clara -- --
Geert R. Kersten 137,088 $300,223
Patricia B. Prichep 12,791 $ 28,012
M. Douglas Winship 9,116 $ 19,964
Eyal Talor, Ph.D. 10,182 $ 22,299
Daniel Zimmerman, Ph.D. 27,207 $ 59,583
Michael Luecke 8,209 $ 17,978

Dividends may be paid on shares of restricted stock owned by CEL-SCI's
officers and directors, although CEL-SCI has no plans to pay dividends.

(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the periods covered by the Table. Includes certain
options issued in connection with CEL-SCI's Salary Reduction Plans as well
as certain options purchased from CEL-SCI. See "Options Granted During
Fiscal Year Ending September 30, 2000" below.
(6) All other compensation received that CEL-SCI could not properly report in
any other column of the Table including annual Company contributions or
other allocations to vested and unvested defined contribution plans, and
the dollar value of any insurance premiums paid by, or on behalf of,
CEL-SCI with respect to term life insurance for the benefit of the named
executive officer, and the full dollar value of the remainder of the
premiums paid by, or on behalf of, CEL-SCI. Amounts in the table represent
life insurance premiums.

Long Term Incentive Plans - Awards in Last Fiscal Year

None.

Employee Pension, Profit Sharing or Other Retirement Plans

During 1993 CEL-SCI implemented a defined contribution retirement plan,
qualifying under Section 401(k) of the Internal Revenue Code and covering
substantially all CEL-SCI's employees. Prior to January 1, 1998 CEL-SCI's
contribution was equal to the lesser of 3% of each employee's salary, or 50% of
the employee's contribution. Effective January 1, 1998 the plan was amended such
that CEL-SCI's contribution is now made in shares of CEL-SCI's common stock as
opposed to cash. Each participant's contribution is matched by CEL-SCI with

shares of common stock which have a value equal to 100% of the participant's
contribution, not to exceed the lesser of $1,000 or 6% of the participant's
total compensation. CEL-SCI's contribution of common stock is valued each
quarter based upon the closing price of CEL-SCI's common stock. The fiscal 2000
expenses for this plan were $102,559. Other than the 401(k) Plan, CEL-SCI does
not have a defined benefit, pension plan, profit sharing or other retirement
plan.

Compensation of Directors

Standard Arrangements. CEL-SCI currently pays its directors $2,000 per
quarter, plus expenses. CEL-SCI has no standard arrangement pursuant to which
directors of CEL-SCI are compensated for any services provided as a director or
for committee participation or special assignments.

Other Arrangements. CEL-SCI has from time to time granted options to its
outside directors. See Stock Options below for additional information concerning
options granted to CEL-SCI's directors.

Employment Contracts

Effective April 12, 1999, CEL-SCI entered into a three-year employment
agreement with Mr. de Clara. The employment agreement provides that CEL-SCI will
pay Mr. de Clara an annual salary of $363,000 during the term of the agreement.
In the event that there is a material reduction in Mr. de Clara's authority,
duties or activities, or in the event there is a change in the control of
CEL-SCI, then the agreement allows Mr. de Clara to resign from his position at
CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 18 months salary.
For purposes of the employment agreement, a change in the control of CEL-SCI
means the sale of more than 50% of the outstanding shares of CEL-SCI's Common
Stock, or a change in a majority of CEL-SCI's directors.

Effective August 1, 2000, CEL-SCI entered into a three-year employment
agreement with Mr. Kersten. The employment agreement provides that during the
term of the employment agreement CEL-SCI will pay Mr. Kersten an annual salary
of $336,132, subject to the minimum annual increases of 5% per year. In the
event there is a change in the control of CEL-SCI, the agreement allows Mr.
Kersten to resign from his position at CEL-SCI and receive a lump-sum payment
from CEL-SCI equal to 24 months salary. For purposes of the employment agreement
a change in the control of CEL-SCI means: (1) the merger of CEL-SCI with another
entity if after such merger the shareholders of CEL-SCI do not own at least 50%
of voting capital stock of the surviving corporation; (2) the sale of
substantially all of the assets of CEL-SCI; (3) the acquisition by any person of
more than 50% of CEL-SCI's common stock; or (4) a change in a majority of
CEL-SCI's directors which has not been approved by the incumbent directors.

Compensation Committee Interlocks and Insider Participation

CEL-SCI has a compensation committee comprised of all of CEL-SCI's
directors, with the exception of Mr. Kersten. During the year ended September
30, 2000, Mr. de Clara was the only officer participating in deliberations of
CEL-SCI's compensation committee concerning executive officer compensation.

During the year ended September 30, 2000, no director of CEL-SCI was also
an executive officer of another entity, which had an executive officer of
CEL-SCI serving as a director of such entity or as a member of the compensation
committee of such entity.

Stock Options

The following tables set forth information concerning the options granted
during the fiscal year ended September 30, 2000, to the persons named below, and
the fiscal year-end value of all unexercised options (regardless of when
granted) held by these persons.

Options Granted During Fiscal Year Ending September 30, 2000
------------------------------------------------------------
Individual Grants
-------------------------------------------------------

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

Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted to Exercise Price Appreciation
Options Employees in Price Per Expiration for Option Term (1)
Name Granted (#) Fiscal Year Share Date 5% 10%
------ ----------- ------------ ----------- ---------- --- -----

Maximilian de Clara 60,000 15% $3.06 4/19/10 $115,200 $292,611

Geert R. Kersten 60,000 15% $3.06 4/19/10 $115,200 $292,611

Patricia B. Prichep 23,000 5.8% $4.00 2/02/10 $ 57,858 $146,510

Eyal Talor, Ph.D. 50,000 12.6% $2.56 11/27/09 $ 80,000 $204,000

M. Douglas Winship 20,000 5% $5.37 4/03/10 $ 67,543 $171,160

Daniel Zimmerman, Ph.D. 20,000 5% $4.00 2/02/10 $ 50,300 $127,400

(1) The potential realizable value of the options shown in the table assuming
the market price of CEL-SCI's Common Stock appreciates in value from the date of
the grant to the end of the option term at 5% or 10%.

Option Exercises and Year-End Option Values

Value (in $) of
Unexercised
Number of In-the-Money
Unexercised Options at Fiscal
Shares Options (3) Year-End (4)
------------ ----------------
Acquired On Value Exercisable/ Exercisable/
Name Exercise (1) Realized (2) Unexercisable Unexercisable
---- ------------ ------------ ------------- ---------------

Maximilian de Clara 373,667 $1,436,548 295,000/109,999 25,916/4,333
Geert R. Kersten 50,750 $137,310 1,020,001/109,999 25,916/4,333
Patricia Prichep 23,000 $89,900 190,834/38,666 12,525/1,300
M. Douglas Winship 2,000 $4,510 82,500/30,000 3,775/1,300
Eyal Talor 91,334 $274,626 70,833/18,333 3,366/1,733
Daniel Zimmerman 24,000 $141,120 91,000/35,000 8,150/1,300
Michael Luecke 10,000 $44,425 40,000/50,000 --/--

(1) The number of shares received upon exercise of options during the fiscal
year ended September 30, 2000.

(2) With respect to options exercised during CEL-SCI's fiscal year ended
September 30, 2000, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.

(3) The total number of unexercised options held as of September 30, 2000,
separated between those options that were exercisable and those options
that were not exercisable.

(4) For all unexercised options held as of September 30, 2000, the market value
of the stock underlying those options as of September 30, 2000.

Stock Option and Bonus Plans

CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option Plans
and Stock Bonus Plans. A summary description of these Plans follows. In some
cases these Plans are collectively referred to as the "Plans".

Incentive Stock Option Plan. The Incentive Stock Option Plans collectively
authorize the issuance of up to 2,100,000 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.

To be classified as incentive stock options under the Internal Revenue
Code, options granted pursuant to the Plans must be exercised prior to the
following dates:

(a) The expiration of three months after the date on which an option
holder's employment by CEL-SCI is terminated (except if such
termination is due to death or permanent and total disability);

(b) The expiration of 12 months after the date on which an option
holder's employment by CEL-SCI is terminated, if such termination is
due to the Employee's permanent and total disability;

(c) In the event of an option holder's death while in the employ of
CEL-SCI, his executors or administrators may exercise, within three
months following the date of his death, the option as to any of the
shares not previously exercised;

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.

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

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

Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plans
collectively authorize the issuance of up to 3,760,000 shares of CEL-SCI's
Common Stock to persons that exercise options granted pursuant to the Plans.
CEL-SCI's employees, directors, officers, consultants and advisors are eligible
to be granted options pursuant to the Plans, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price is determined by the Committee but cannot
be less than the market price of CEL-SCI's Common Stock on the date the option
is granted.

Stock Bonus Plan. Up to 1,040,000 shares of Common Stock may be granted
under the Stock Bonus Plan. Such shares may consist, in whole or in part, of
authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan,
CEL-SCI's employees, directors, officers, consultants and advisors are eligible
to receive a grant of CEL-SCI's shares, provided however that bona fide services
must be rendered by consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.

Other Information Regarding the Plans. The Plans are administered by
CEL-SCI's Compensation Committee ("the Committee"), each member of which is a
director of CEL-SCI. The members of the Committee were selected by CEL-SCI's
Board of Directors and serve for a one-year tenure and until their successors
are elected. A member of the Committee may be removed at any time by action of
the Board of Directors. Any vacancies which may occur on the Committee will be
filled by the Board of Directors. The Committee is vested with the authority to

interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Committee is empowered to select those persons to whom
shares or options are to be granted, to determine the number of shares subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions, shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

In the discretion of the Committee, any option granted pursuant to the
Plans may include installment exercise terms such that the option becomes fully
exercisable in a series of cumulating portions. The Committee may also
accelerate the date upon which any option (or any part of any options) is first
exercisable. Any shares issued pursuant to the Stock Bonus Plan and any options
granted pursuant to the Incentive Stock Option Plan or the Non-Qualified Stock
Option Plan 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 CEL-SCI or the period of time a non-employee must provide services
to CEL-SCI. At the time an employee ceases working for CEL-SCI (or at the time a
non-employee ceases to perform services for CEL-SCI), any shares or options not
fully vested will be forfeited and cancelled. At the discretion of the Committee
payment for the shares of Common Stock underlying options may be paid through
the delivery of shares of CEL-SCI's Common Stock having an aggregate fair market
value equal to the option price, provided such shares have been owned by the
option holder for at least one year prior to such exercise. A combination of
cash and shares of Common Stock may also be permitted at the discretion of the
Committee.

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

The Board of Directors of CEL-SCI may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner they deem
appropriate, provided that such amendment, termination or suspension will not
adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
Common Stock which may be issued pursuant to the Plans except in the case of a
reclassification of CEL-SCI's capital stock or a consolidation or merger of
CEL-SCI; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.

Summary. The following sets forth certain information, as of May 24, 2001,
concerning the stock options and stock bonuses granted by CEL-SCI. Each option
represents the right to purchase one share of CEL-SCI's Common Stock.

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

Incentive Stock Option
Plans 2,100,000 1,170,100 N/A 843,315

Non-Qualified Stock Option
Plans 3,760,000 2,324,639 N/A 287,900

Stock Bonus Plans 1,040,000 N/A 529,053 510,947

Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans 112,454
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

During the year ended September 30, 1999 CEL-SCI issued 200,000 shares of
its common stock to Mr. de Clara for past services provided to CEL-SCI. In
January 2000 CEL-SCI issued Mr. de Clara an additional 200,000 shares of common
stock for past services provided to CEL-SCI.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of May 29, 2001, information with
respect to the only persons owning beneficially 5% or more of CEL-SCI's common
stock and the number and percentage of outstanding shares owned by each director
and officer of CEL-SCI and by all the officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment powers over his
shares of common stock.

Name and Address Number of Shares (1) Percent of Class (3)
---------------- ----------------- ----------------

Maximilian de Clara 348,333 1.5%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten 1,213,715 5.0%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Patricia B. Prichep 218,647 *
8229 Boone Blvd., Suite 802
Vienna, VA 22182

M. Douglas Winship 106,340 *
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Name and Address Number of Shares (1) Percent of Class (3)
---------------- ----------------- ----------------

Eyal Talor, Ph.D. 84,300 *
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Daniel H. Zimmerman, Ph.D. 137,405 *
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Michael Luecke 86,032 *
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Alexander G. Esterhazy 25,000 *
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

F. Donald Hudson 137,000 *
40 Moorings Road
Marion, MA 02738

C. Richard Kinsolving -- --
5414 61st Street East
Bradenton, FL 34203

All Officers and Directors 2,356,7729.3%as a Group (10 persons)
* Less than 1%

(1) Includes shares issuable prior to July 31, 2001 upon the exercise of
options or warrants granted to the following persons:

Options or Warrants Exercisable
Name Prior to July 31, 2001
---- -------------------------------------

Maximilian de Clara 348,333
Geert R. Kersten 1,073,334
Patricia B. Prichep 203,501
M. Douglas Winship 94,167
Eyal Talor, Ph.D. 70,833
Daniel H. Zimmerman, Ph.D. 107,667
Michael Luecke 75,000
Alexander G. Esterhazy 25,000
F. Donald Hudson 137,000
C. Richard Kinsolving --

(2) Amount includes shares held in trust for the benefit of Mr. Kersten's minor
children. Geert R. Kersten is the stepson of Maximilian de Clara.
(3) Amount includes shares referred to in (1) above but excludes shares which
may be issued upon the exercise or conversion of other options, warrants
and other convertible securities previously issued by CEL-SCI.

EQUITY LINE OF CREDIT AGREEMENT

Overview

On April 11, 2001, CEL-SCI entered into an equity line of credit agreement
with Paul Revere Capital Partners, Ltd. in order to establish a possible source
of funding for the development of CEL-SCI's technologies. The equity line of
credit agreement establishes what is sometimes also referred to as an equity
drawdown facility.

Under the equity line of credit agreement, Paul Revere Capital Partners,
Ltd. has agreed to provide CEL-SCI with up to $10,000,000 of funding during the
twenty-four month period following the date of this prospectus. During this
twenty-four month period, CEL-SCI may request a drawdown under the equity line
of credit by selling shares of its common stock to Paul Revere Capital Partners
and Paul Revere Capital Partners will be obligated to purchase the shares.
CEL-SCI may request a drawdown once every 22 trading days, although CEL-SCI is
under no obligation to request any drawdowns under the equity line of credit.

During the 22 trading days following a drawdown request, CEL-SCI will
calculate the amount of shares it will sell to Paul Revere Capital Partners and
the purchase price per share. The purchase price per share of common stock will
based on the daily volume weighted average price of CEL-SCI's common stock
during each of the 22 trading days immediately following the drawdown date, less
a discount of 11%.

CEL-SCI may request a drawdown by faxing a drawdown notice to Paul Revere
Capital Partners, Ltd., stating the amount of the drawdown and the lowest daily
volume weighted average price, if any, at which CEL-SCI is willing to sell the
shares. The lowest volume weighted average price will be set by CEL-SCI's Chief
Executive Officer in his sole and absolute discretion.

Calculation of Drawdown Amount, Purchase Price and Number of Shares Sold

The minimum amount CEL-SCI can draw down at any one time is $50,000. The
maximum amount CEL-SCI can draw down at any one time is the lesser of $2,000,000
or the amount equal to:

o 4.5% of the weighted average price of CEL-SCI's common stock for the ninety
calendar day period prior to the date of the drawdown request
o multiplied by the total trading volume of CEL-SCI's common stock for the
ninety calendar day period prior to the date of the drawdown request.

On the day following the delivery of the drawdown notice, a valuation
period of 22 trading days will start:

o On each trading day during the valuation period where the daily volume
weighted average price of CEL-SCI's common stock on the American Stock
Exchange exceeds the minimum price, if any, specified by CEL-SCI in the
drawdown notice, the purchase price will equal 89% of the volume weighted
average price on that day.

o On each of the 22 trading days during the valuation period, the number of
shares to be sold to Paul Revere Capital Partners will be determined by
dividing 1/22 of the drawdown amount by the purchase price on each trading
day.

o If the volume weighted average price for CEL-SCI's common stock on any
trading day during the 22 trading day calculation period is below the
minimum price, then Paul Revere Capital Partners will not purchase any
shares on that day, and the drawdown amount will be reduced by 1/22.

Using the formula described above, if CEL-SCI had requested a drawdown on
April 12, 2001, the maximum amount CEL-SCI could draw down during the subsequent
22 trading days would have been $365,304. Based upon the volume weighted average
of CEL-SCI's common stock during these 22 trading days, CEL-SCI would have sold
273,635 shares of its common stock to Paul Revere Capital Partners and would
have received proceeds from the sale of these shares equal to $365,304.

If CEL-SCI sets a minimum price which is too high and CEL-SCI's stock
price does not consistently meet that level during the 22 trading days after its
drawdown request, the amount CEL-SCI can draw and the number of shares CEL-SCI
will sell to Paul Revere Capital Partners will be reduced. On the other hand, if
CEL-SCI sets a minimum price which is too low and its stock price falls
significantly but stays above the minimum price, CEL-SCI will have to issue a
greater number of shares to Paul Revere Capital Partners based on the reduced
market price.

Payment for Shares Issued

The shares purchased on the first 11 trading days will be issued and paid
for on the 13th trading day following the drawdown request. The shares purchased
on the 12th through the 22nd trading days will be issued and paid for on the
24th trading day following the drawdown request.

Upon closing of the equity line of credit Agreement, CEL-SCI paid $35,000
to Paul Revere Capital Partners legal counsel, Epstein Becker & Green P.C., to
cover its legal and administrative expenses.

Grant of Warrants

As consideration for extending the equity line of credit, CEL-SCI granted
Paul Revere Capital Partners warrants to purchase 200,800 shares of common stock
at any time prior to April 11, 2004 at a price of $1.64 per share. Paul Revere
Capital Partners is not obligated to exercise any warrants.

CEL-SCI believes that the fair value of these warrants using customary
pricing models is approximately $20,000. The fair value of these warrants will
be reflected in CEL-SCI's financial statements and recorded as an expense during
the quarter ended June 30, 2001.

Restrictions on Future Financings

During the term of the equity line of credit agreement, CEL-SCI may not
raise capital through any other equity line of credit arrangement.

Termination of the Equity Line of Credit Agreement

The Equity Line of Credit Agreement will terminated if:

o any event, which has not been corrected within 30 days, has taken place
which has any material adverse effect on the business or financial
condition of CEL-SCI or which prohibits or interferes with the ability of
CEL-SCI to perform any of its material obligations under the equity line of
credit agreement or any other agreement which is material to CEL-SCI's
operations,
o CEL-SCI's common stock is de-listed from the American Stock Exchange unless
the de-listing is in connection with CEL-SCI's subsequent listing of its
common stock on the NASDAQ National Market, the NASDAQ SmallCap Market or
the New York Stock Exchange, or
o CEL-SCI files for protection from its creditors under the Federal
Bankruptcy laws.

CEL-SCI may terminate the equity line of credit if Paul Revere Capital
Partners fails to honor more than one drawdown notice.

Indemnification

Paul Revere Capital Partners is entitled to customary indemnification from
CEL-SCI for any losses or liabilities it suffers based upon material
misstatements or omissions from the registration statement and this prospectus,
except as they relate to information Paul Revere Capital Partners supplied to
CEL-SCI for inclusion in the registration statement and prospectus.

SELLING SHAREHOLDER

This prospectus relates to sales of CEL-SCI's common stock by Paul Revere
Capital Partners. Paul Revere Capital Partners will receive shares of CEL-SCI's
common stock under an equity line of credit agreement and up to 200,800 shares

of common stock upon the exercise of warrants. Paul Revere Capital Partners is
sometimes referred to in this prospectus as the selling shareholder.

CEL-SCI will not receive any proceeds from the sale of the shares by Paul
Revere Capital Partners. Paul Revere Capital Partners may resell the shares it
acquires by means of this prospectus from time to time in the public market. The
costs of registering the shares offered by Paul Revere Capital Partners is being
paid by CEL-SCI. Paul Revere Capital Partners will pay all other costs of the
sale of the shares offered by them.

The following table shows the shares which are being offered for sale by
Paul Revere Capital Partners.

Shares Share
Shares Issuable Upon Shares to Be Ownership
Presently the Exercise Sold in this After
Name Owned of Warrants Offering Offering

Paul Revere Capital Partners (1) 200,800 8,200,800 (1) --

(1) The number of shares to be purchased by Paul Revere Capital Partners will
vary from time-to-time and will depend upon the number of shares purchased
from CEL-SCI pursuant to the terms of the equity line agreement. The
8,200,800 shares which may possibly be sold by Paul Revere Capital Partners
assumes CEL-SCI draws the full $10,000,000 from the equity line of credit
and sells its shares at a price of $1.25 per share. The price of $1.25 per
share assumes an average market price of $1.40 per share less the 11%
discount provided by the terms of the equity line.

The directors of Paul Revere Capital Partners, who are David Sims and
Lamberto Banchetti, exercise voting and investment control over the securities
owned by Paul Revere Capital Partners.

Manner of Sale.

The shares of common stock owned, or which may be acquired, by Paul Revere
Capital Partners may be offered and sold by means of this prospectus from time
to time as market conditions permit in the over-the-counter market, or
otherwise, at prices and terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. These shares may be
sold by one or more of the following methods, without limitation:

o a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

o face-to-face transactions between sellers and purchasers without a
broker/dealer.

In effecting sales, brokers or dealers engaged by Paul Revere Capital
Partners may arrange for other brokers or dealers to participate. Such brokers
or dealers may receive commissions or discounts from Paul Revere Capital
Partners in amounts to be negotiated.

Paul Revere Capital Partners is an "underwriter" and any broker/dealers
who act in connection with the sale of the shares by means of this prospectus
may be deemed to be "underwriters" within the meaning of ss.2(11) of the
Securities Acts of 1933, and any commissions received by them and profit on any
resale of the shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. CEL-SCI has agreed to indemnify Paul
Revere Capital Partners and any securities broker/dealers who may be deemed to
be underwriters against certain liabilities, including liabilities under the
Securities Act as underwriters or otherwise.

CEL-SCI has advised Paul Revere Capital Partners that it and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. CEL-SCI has also advised Paul Revere Capital Partners, Ltd. that in the
event of a "distribution" of its shares Paul Revere Capital Partners, any
"affiliated purchasers", and any broker/dealer or other person who participates
in such distribution may be subject to Rule 102 under the Securities Exchange
Act of 1934 ("1934 Act") until their participation in that distribution is
completed. Rule 102 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. A "distribution" is defined in Rule 102 as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". CEL-SCI has also advised Paul Revere Capital Partners, Ltd.
that Rule 101 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of the
common stock in connection with this offering.

Grant of Registration Rights

CEL-SCI granted registration rights to Paul Revere Capital Partners, Ltd.
to enable it to sell the common stock it may acquire under the equity line of
credit agreement or upon the exercise of the warrants. Notwithstanding these
registration rights, CEL-SCI has no obligation:

o to assist or cooperate with Paul Revere Capital Partners, Ltd. in the
offering or disposition of their shares;

o to obtain a commitment from an underwriter relative to the sale of any the
shares; or

o to include the shares within any underwritten offering.

The registration rights agreement with Paul Revere Capital Partners, Ltd.
permits CEL-SCI to restrict the resale of the shares Paul Revere Capital
Partners, Ltd. has purchased under the equity line of credit agreement for a
period of time sufficient to permit CEL-SCI to amend or supplement this

prospectus to include material information. If CEL-SCI restricts the ability
Paul Revere Capital Partners, Ltd. to resell shares at any time during the
thirty-two trading days following the delivery of a drawdown notice, and
CEL-SCI's stock price declines during the restriction period, then, in order to
compensate Paul Revere Capital Partners, Ltd. for its inability to sell shares
during the restriction period, CEL-SCI will be required to pay Paul Revere
Capital Partners, Ltd. an amount determined by multiplying:

o the number of shares Paul Revere Capital Partners, Ltd. is committed to
purchase following the delivery of the drawdown notice, and

o the difference between the highest daily weighted average price of
CEL-SCI's common stock during the restriction period and the weighted
average price of CEL-SCI's common stock on the day after the restriction
period ends.

DESCRIPTION OF SECURITIES

Common Stock

CEL-SCI is authorized to issue 100,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.

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

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

Preferred Stock

CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so
established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI.

No preferred shares were outstanding as of May 24, 2001.

Transfer Agent

American Securities Transfer, Inc., of Denver, Colorado, is the transfer
agent for CEL-SCI's common stock.

EXPERTS

The consolidated financial statements of CEL-SCI Corporation as of
September 30, 2000 and 1999, and for each of the three years in the period ended
September 30, 2000 included as part of this prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report and have
been so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

INDEMNIFICATION

CEL-SCI's bylaws authorize indemnification of a director, officer, employee
or agent of CEL-SCI against expenses incurred by him in connection with any
action, suit, or proceeding to which he is named a party by reason of his having
acted or served in such capacity, except for liabilities arising from his own
misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of CEL-SCI who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling CEL-SCI pursuant to the foregoing provisions, CEL-SCI has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ADDITIONAL INFORMATION

CEL-SCI is subject to the requirements of the Securities Exchange Act of
l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.

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.

CEL-SCI CORPORATION

TABLE OF CONTENTS
----------------------------------------------------------------------------

Page

INDEPENDENT AUDITORS' REPORT F-1

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
SEPTEMBER 30, 2000, 1999,AND 1998:

Consolidated Balance Sheets F-2

Consolidated Statements of Operations F-3

Consolidated Statements of Comprehensive Loss F-4

Consolidated Statements of Stockholders' Equity F-5

Consolidated Statements of Cash Flows F-6 - F-7

Notes to Consolidated Financial Statements F-8 - F-17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of CEL-SCI Corporation:

We have audited the accompanying consolidated balance sheets of CEL-SCI
Corporation and subsidiaries (the Company) as of September 30, 2000 and 1999,
and the related consolidated statements of operations, comprehensive loss,
stockholders' equity, and cash flows for each of the three years in the period
ended September 30, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CEL-SCI Corporation
and its subsidiaries as of September 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2000, in conformity with generally accepted accounting principles
in the United States of America.

Deloitte & Touche LLP

McLean, Virginia
November 17, 2000

CEL-SCI CORPORATION

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------

ASSETS 2000 1999

CURRENT ASSETS:
Cash and cash equivalents $6,909,263 $2,747,644
Investment securities available for sale 3,760,922 3,191,491
Interest and other receivables 39,252 62,825
Prepaid expenses 1,838,376 514,572
Advances to officer/shareholder and employees 728 69,448

Total current assets 12,548,541 6,585,980

RESEARCH AND OFFICE EQUIPMENT - Less accumulated
depreciation of $1,721,336 and $1,563,586 594,919 468,627

DEPOSITS 139,828 14,828

PATENT COSTS - Less accumulated amortization
of $574,362 and $511,118 525,594 490,337
---------- ---------

$13,808,882 $7,559,772
=========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 822,601 $ 433,265
---------- ---------

Total current liabilities 822,601 433,265

DEFERRED RENT 24,822 28,321
---------- ---------

Total liabilities 847,423 461,586
---------- ---------

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized,
100,000,000 shares;
issued and outstanding, 20,459,700 and
17,002,341 shares 204,597 170,023
Additional paid-in capital 73,924,653 59,672,652
Accumulated other comprehensive loss (61,564) (116,659)
Accumulated deficit (61,106,227) (52,627,830)
----------- ------------

Total stockholders' equity 12,961,459 7,098,186
----------- ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,808,882 $ 7,559,772
============ ============

See notes to consolidated financial statements.

CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000 1999 1998

INVESTMENT INCOME $ 402,011 $ 402,831 $ 728,421

OTHER INCOME 40,540 66,687 64,573
-------- -------- --------

Total income 442,551 469,518 792,994
-------- -------- --------

OPERATING EXPENSES:
Research and development 4,978,714 4,461,051 3,833,854
Depreciation and amortization 220,994 268,210 295,331
General and administrative 3,721,240 3,230,982 3,106,492
--------- --------- ----------

Total operating expenses 8,920,948 7,960,243 7,235,677
--------- --------- ----------

NET LOSS 8,478,397 7,490,725 6,442,683

ACCRETION OF PREFERRED STOCK - - 1,980,000
--------- --------- ----------

NET LOSS ATTRIBUTABLE TO COMMON
STOCKHOLDERS $8,478,397 $7,490,725 $8,422,683
========== ========== ===========

LOSS PER COMMON SHARE (BASIC) $ 0.44 $ 0.52 $ 0.74
========== ========== ===========

LOSS PER COMMON SHARE (DILUTED) $ 0.44 $ 0.52 $ 0.74
========== ========== ===========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 19,259,190 14,484,352 11,379,437
========== ========== ===========

See notes to consolidated financial statements.

CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED SEPTEMBER 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000 1999 1998

NET LOSS ATTRIBUTABLE TO COMMON
STOCKHOLDERS $8,478,397 $7,490,725 $8,422,683

OTHER COMPREHENSIVE LOSS - Unrealized (gain)
loss on investments (55,095) 68,368 44,792
----------- ---------- -----------

COMPREHENSIVE LOSS 8,423,302 7,559,093 8,467,475
=========== ========== ===========

See notes to consolidated financial statements.

CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
YEARS ENDED SEPTEMBER 30, 2000, 1999, AND
1998
--------------------------------------------------------------------------------

Accumulated
Preferred Additional Other
Series D Stock Common Stock Paid-In Comprehensive Accumulated
Shares Amount Shares Amount Capital (Loss) Income Deficit Total

BALANCE, OCTOBER 1, 1997 - - 10,445,691 $104,457 $44,419,244 $(3,499) $(38,694,422) $5,825,780

Exercise of stock options - - 300,048 3,000 882,372 - - 885,372
Exercise of warrants - - 768,243 7,682 3,621,744 - - 3,629,426
Stock options issued to
nonemployees for services - - - - 564,031 - - 564,031
Issuance - Series D
preferred stock, net of
offering costs 10,000 100 - - 9,499,900 - - 9,500,000
Preferred Series D
conversion (998) (10) 441,333 4,413 (4,403) - - -
401(k) contributions - - 17,380 174 57,976 - - 58,150
Change in unrealized
gain (loss) of
marketable securities
available for sale - - - - - (44,792) - (44,792)
Net loss - - - - - - (6,442,683) (6,442,683)
------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1998 9,002 90 11,972,695 119,726 59,040,864 (48,291) (45,137,105) 13,975,284

Exercise of stock options - - 28,500 285 70,965 - - 71,250
Stock options issued to
nonemployees
for services - - - - 88,166 - - 88,166
Preferred Series D
conversion (9,002) (90) 4,760,126 47,602 (47,512) - - -
401(k) contributions - - 41,020 410 86,544 - - 86,954
Stock bonus to officer - - 200,000 2,000 433,625 - - 435,625
Change in unrealized gain
(loss) of marketable
securities available
for sale - - - - - (68,368) - (68,368)
Net loss - - - - - - (7,490,725) (7,490,725)
-------------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER 30, 1999 - - 17,002,341 170,023 59,672,652 (116,659) (52,627,830) 7,098,186

Exercise of stock options - - 1,047,612 10,476 3,646,991 - - 3,657,467
Issuance - common stock - - 2,175,258 21,753 9,958,247 - - 9,980,000
401(k) contributions - - 34,489 345 98,762 - - 99,107
Stock bonus to officer - - 200,000 2,000 548,000 - - 550,000
Change in unrealized gain
(loss) of marketable
securities available
for sale - - - - - 55,095 - 55,095
Net loss - - - - - - (8,478,397) (8,478,397)
-------------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER 30, 2000 - $- 20,459,700 $204,597 $73,924,653 $(61,564) $(61,106,227) $12,961,459
=======================================================================================================

See notes to consolidated financial statements.

CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000 1999 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(8,478,396) (7,490,725)(6,442,683)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 220,994 268,210 295,331
Issuance of stock options for services - 88,166 564,031
Stock bonus granted to officer 550,000 435,625 -
Stock contributed to 401(k) plan 99,107 86,954 58,150
Net realized loss on sale of
securities 49,962 151,349 9
Changes in assets and liabilities:
Increase in interest and other
receivables 23,573 6,984 36,625
(Increase) decrease in prepaid
expenses (1,323,804) 209,262 (313,046)
Decrease (increase) in advances 68,720 (69,275) 4,733
(Increase) decrease in deposits (125,000) - 3,350
Decrease (increase) in accounts
payable and accrued expenses 389,336 6,118 (54,440)
(Increase) decrease in deferred
rent (3,499) (1,061) 2,352
-------- -------- -----

Net cash used in
operating activities (8,529,007) (6,308,393)(5,845,588)

CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
Purchases of investments (2,000,587) (235,698) (13,480,816)
Sales and maturities of investments 1,436,289 6,499,801 4,501,828
Repayment on note receivable from
shareholder - 70,809 216,066
Expenditures for property and equipment (284,043) (60,552) (70,559)
Expenditures for patents (98,500) (102,798) (35,211)
--------- ---------- --------

Net cash (used in) provided by
investing activities (946,841) 6,171,562 (8,868,692)
--------- --------- -----------

(Continued)

CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000 1999 1998

CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES:
Cash proceeds from issuance of preferred
and common stock and warrant conversion
for cash 13,637,467 71,250 14,018,899
------------ -------- ----------

Net cash provided by
financing activities 13,637,467 71,250 14,018,899
------------ -------- ----------

NET INCREASE (DECREASE) IN CASH 4,161,619 (65,581) (695,381)

CASH, BEGINNING OF YEAR 2,747,644 2,813,225 3,508,606
--------- --------- -----------

CASH, END OF YEAR $6,909,263 $2,747,644 $2,813,225
========== ========== ==========

SUPPLEMENTAL DISCLOSURES:

At September 30, 2000, 1999, and 1998, the net unrealized gain (loss) on
investments available-for-sale was $61,564, $(116,659), and (48,291),
respectively.

During the year ended September 30, 1999, 9,002 shares of Series D Preferred
Stock were converted into 4,760,126 shares of common stock.

(Concluded)

See notes to consolidated financial statements.

CEL-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
--------------------------------------------------------------------------------

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CEL-SCI Corporation (the Company) was incorporated on March 22, 1983, in the
State of Colorado, to finance research and development in biomedical science and
ultimately to engage in marketing products.

Significant accounting policies are as follows:

Principles of Consolidation - The consolidated financial statements
include the accounts of CEL-SCI Corporation and its wholly owned
subsidiaries, Viral Technologies, Inc., and MaxPharma AG. All
significant intercompany transactions have been eliminated upon
consolidation.

Investments - Investments that may be sold as part of the liquidity
management of the Company or for other factors are classified as
available-for-sale and are carried at fair market value. Unrealized
gains and losses on such securities are reported as a separate component
of stockholders' equity. Realized gains and losses on sales of
securities are reported in earnings and computed using the specific
identified cost basis.

Research and Office Equipment - Research and office equipment is
recorded at cost and depreciated using the straight-line method over
estimated useful lives of five to seven years.

Research and Development Costs - Research and development expenditures
are expensed as incurred. The Company has an agreement with an unrelated
corporation for the production of MULTIKINE, which is the Company's only
product source.

Research and Development Grant Revenues - The Company's grant
arrangements are handled on a reimbursement basis. Costs incurred under
the arrangements are expensed as incurred. Subsequent reimbursements
from the granting agency are applied against such expenses.

Patents - Patent expenditures are capitalized and amortized using the
straight-line method over 17 years. In the event changes in technology
or other circumstances impair the value or life of the patent,
appropriate adjustment in the asset value and period of amortization is
made.

Net Loss Per Share - Net loss per common share is computed by dividing
the net loss, after increasing the loss for the effect of any preferred
stock dividends, by the weighted average number of common shares
outstanding during the period. Common stock equivalents, including
options to purchase common stock, were excluded from the calculation for
all periods presented as they were antidilutive.

Prepaid Expenses - The majority of prepaid expenses consist of
manufacturing production advances, bulk purchases of laboratory supplies
to be consumed in the manufacturing of the Company's product for
clinical studies and the cost of options for nonemployee services.

Income Taxes - Income taxes are accounted for using the liability method
under which deferred tax liabilities or assets are determined based on
the difference between the financial statement and tax bases of assets
and liabilities (i.e., temporary differences) and are measured at the
enacted tax rates. Deferred tax expense is determined by the change in
the liability or asset for deferred taxes.

Statement of Cash Flows - For purposes of the statements of cash flows,
cash consists principally of unrestricted cash on deposit, and
short-term money market funds. The Company considers all highly liquid
investments with a maturity of less than three months to be cash
equivalents.

Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications - Certain reclassifications have been made to the 1999
and 1998 financial statements to conform with the current-year
presentation.

2. INVESTMENTS

The carrying values and estimated market values of investments
available-for-sale at September 30, 2000 and 1999, are as follows:

September 30, 2000

Gross Gross Market Value
Amortized Unrealized Unrealized at September 30,
Cost Gains Losses 2000

Bonds $ 2,000,000 $4,720 $- $ 2,004,720

Fixed income mutual
funds 1,822,486 - (66,284) 1,756,202
---------- -- --------- ---------

Total $3,822,486 $4,720 $(66,284) $3,760,922
========== ====== ========= ==========

September 30, 1999
Gross Gross Market Value
Amortized Unrealized Unrealized at September 30,
Cost Gains Losses 1999

Fixed income
mutual funds $3,308,150 $ - $(116,659) $3,191,491
---------- -- ---------- ---------

Total $3,308,150 $ - $(116,659) $3,191,491
============ ======== =========== ==========

The gross realized gains and losses of sales of investments available-for-sale
for the years ended September 30, 2000, 1999, and 1998, are as follows:

2000 1999 1998
---- ---- ----

Realized gains $ - $ - $1,485

Realized losses 49,962 151,349 1,494
------ -------- -------

Net realized loss $(49,962) $(151,349) $ (9)
========= ========== ===

3. RESEARCH AND OFFICE EQUIPMENT

Research and office equipment at September 30, 2000 and 1999, consist of the
following:

2000 1999

Research equipment $ 2,052,082 $ 1,781,666

Furniture and equipment 258,780 245,154

Leasehold improvements 5,393 5,393
----------- ----------
2,316,255 2,032,213

Less accumulated depreciation and
amortization (1,721,336) (1,563,586)
------------ -----------

Net research and office equipment $ 594,919 $ 468,627
============ ==========

4. INCOME TAXES

The approximate tax effect of each type of temporary difference and carryforward
that gave rise to the Company's deferred tax assets and liabilities at September
30, 2000 and 1999, is as follows:

2000 1999

Depreciation $ (28,964) $(18,536)

Prepaid expenses (697,848) (101,769)

Net operating loss carryforward 22,905,872 17,082,000

Other 9,422 10,751

Less: Valuation allowance (22,188,482) (16,972,446)
--------------------------

Net deferred - -
==========================

The Company has available for income tax purposes net operating loss
carryforwards of approximately $50,242,000, expiring from 2001 through 2020.

In the event of a significant change in the ownership of the Company, the
utilization of such carryforwards could be substantially limited.

The difference in the Company's U.S. Federal statutory income tax rate and the
Company's effective rate is primarily attributed to the recording of a valuation
allowance due to the uncertainty of the amount of future tax benefits that will
be realized because it is more likely than not that future taxable income will
not be sufficient to realize such tax benefits.

5. STOCK OPTIONS, BONUS PLAN, AND WARRANTS

Non-Qualified Stock Option Plan - At September 30, 2000, the Company has
collectively authorized the issuance of 3,260,000 shares of common stock under
the Non-Qualified Plan. Options typically vest over a three-year period and
expire no later than ten years after the grant date. Terms of the options are to
be determined by the Company's Compensation Committee, which administers all of
the plans. The Company's employees, directors, officers, and consultants or
advisors are eligible to be granted options under the Non-Qualified Plan.

Information regarding the Company's Non-Qualified Stock Option Plan is
summarized as follows:

Outstanding Exercisable
------------------- ------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price

Options outstanding,
October 1, 1997 1,672,834 $3.44

Options granted 474,700 2.98

Options exercised (170,334) 2.92

Options forfeited (17,500) 6.23
---------

Options outstanding,
September 30, 1998 1,959,700 3.32 1,315,002 $3.10

Options granted 470,959 2.02

Options forfeited (56,602) 4.78
-----------

Options outstanding,
September 30, 1999 2,374,057 2.80 1,595,934 3.09

Options granted 262,500 3.09

Options exercised (789,085) 3.41

Options forfeited (46,266) 2.34
----------

Options outstanding,
September 30, 2000 1,801,206 3.18 1,547,445 3.19
==========

At September 30, 2000, options outstanding and exercisable were as follows:

Weighted Average Weighted Average Weighted Average
Range of Number Exercise Price- Remaining Number Exercise Price-
Exercise Prices Outstanding Outstanding Contractual Life Exercisable Exerciseble

$1.87-$2.50 688,327 $2.11 3.0 years 633,263 $2.15
$2.56-$3.75 793,246 3.07 3.4 years 625,015 3.06
$3.87-$4.68 174,833 4.13 5.9 years 146,667 4.07
$5.00-$7.25 144,800 5.50 4.3 years 142,500 5.49

During 1999, the Company extended the expiration date on 35,000 options at $2.87
from the Non-qualified Stock Option Plan. The options were to expire March 30,
1999, and were extended to March 30, 2000. The options had originally been
granted in December 1994. As of March 30, 2000, all options had been exercised.

During 1999, the Company extended the expiration date on 750 options at $2.87
from the Non-qualified Stock Option Plan. The options were to expire March 31,
1999, and were extended to March 31, 2000. The options had originally been
granted in March 1988. As of March 31, 2000, all options had been exercised.

During March 2000, the Company agreed to restore and vest 40,000 options at
prices ranging from $5.25 to $5.62, to one former Director and one Director as
part of a settlement agreement. The options will expire on September 25, 2006.
As of September 30, 2000, 20,000 options had been exercised.

Incentive Stock Option Plan - At September 30, 2000, the Company has
collectively authorized the issuance of 1,600,000 shares of common stock under
the Incentive Stock Option Plan. Options vest after one year to three-year
period and expire no later than ten years after the grant date. Terms of the
options are to be determined by the Company's Compensation Committee, which
administers all of the plans. Only the Company's employees are eligible to be
granted options under the Incentive Plan.

Information regarding the Company's Incentive Stock Option Plan is summarized as
follows:

Outstanding Exercisable
----------------- ----------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price

Options outstanding, October 1, 1997 573,716 $3.81

Options granted 205,500 4.76

Options exercised (3,166) 2.87

Options forfeited (3,666) 5.34
----------

Options outstanding, September 30, 1998 772,384 4.06 311,622 $3.64

Options granted 206,500 2.14

Options forfeited (2,034) 3.70
----------

Options outstanding, September 30, 1999 976,850 3.71 520,688 3.86

Options granted 140,000 3.77

Options exercised (68,418) 4.47

Options forfeited (1,666) 3.38
----------

Options outstanding, September 30, 2000 1,046,766 3.62 722,435 3.98
==========

At September 30, 2000, options outstanding and exercisable were as follows:

Weighted Average Weighted Average Weighted Average
Range of Number Exercise Price- Remaining Number Exercise Price-
Exercise Prices Outstanding Outstanding Contractual Life Exercisable Exerciseble

$1.94 - $2.87 322,500 $2.39 5.4 years 223,168 $2.51
$2.94 - $4.31 406,900 3.45 7.4 years 290,567 3.47
$4.50 - $6.00 316,766 5.07 7.3 years 208,100 5.11
$11.00 600 11.00 5.7 years 600 11.00

During 1999, the Company extended the expiration date on 23,000 options at $3.25
from the Incentive Stock Option Plan. The options were to expire February 21,
1999, and were extended to February 21, 2000. The options had originally been
granted in February 1996. All options were exercised as of September 30, 2000.

Stock Bonus Plan - At September 30, 2000, the Company has authorized the
issuance of 840,000 shares of common stock under the Stock Bonus Plan. All
employees, directors, officers, consultants, and advisors are eligible to be
granted options.

Other Options and Warrants - In connection with the 1992 public offering,
5,175,000 common stock purchase warrants were issued and outstanding at
September 30, 1997. Every ten warrants entitled the holder to purchase one share
of common stock at a price of $15.00 per share. Subsequently, the expiration
date of the warrants was extended to February 1998. Effective June 1, 1997, the
exercise price of warrants was lowered from $15 to $6 and only five warrants,
rather than 10 warrants, were required to purchase one share of common stock.
Subsequent to September 30, 1997, warrant-holders who tendered five warrants and
$6.00 between January 9, 1998, and February 7, 1998, would receive one share of
the Company's common stock and one new warrant. The new warrants would permit
the holder to purchase one share of the Company's common stock at a price of
$10.00 per share prior to February 7, 2000. During 1998, the expiration date of
the original warrants was extended to July 31, 1998, and 582,025 original
warrants were tendered for 116,405 common shares. As of September 30, 1998, the
remaining 4,592,975 original warrants had expired.

During 1995, the Company granted a consultant options to purchase 17,858 shares
of the Company's common stock. These shares became exercisable on November 2,
1995, and were to expire November 1, 1999. In February 2000, the Company
extended the expiration date on the

options by one year to February 6, 2001. These options are exercisable at $5.60
per share and as of September 30, 2000, all 17,858 options remain outstanding.

In June and September 1995, the Company completed private offerings whereby it
sold a total of 1,150,000 units at $2.00 per unit. Each unit consisted of one
share of Common Stock and one warrant. Each warrant entitled the holder to
purchase one additional share of Common Stock at a price of $3.25 per share at
any time prior to June 30, 1997. All warrants sold in this Offering were
exercised during 1996. Additionally, the Company issued to the underwriter
warrants to purchase 230,000 equity units. Each unit consisted of one share of
the Company's common stock. For the June 1995 private placement, 57,500 equity
units were issued at $2.00 per unit and another 57,500 equity units were issued
at $3.25 per unit. All units issued in the June 1995 private placement were
exercised at September 30, 1996. For the September 1995 private placement,
57,500 equity units were issued at $2.40 per unit and another 57,500 equity
units were issued at $3.25 per unit. As of September 30, 1996, 21,890 equity
units had been exercised at $3.25 per unit and 21,890 equity units had been
exercised at $2.40 per unit. As of September 30, 1997, 35,610 equity units had
been exercised at $2.40 per unit and 25,610 equity units were exercised at $3.25
per unit. All remaining 10,000 equity units will expire on February 6, 2001.

During 1997, the Company granted four consultants options to purchase a total of
268,000 shares of the Company's common stock. The fair value of the options is
expensed over the life of the consultants' contracts. Of the 268,000 options,
218,000 options became exercisable during 1997 at prices ranging from $2.50 to
$4.50. The remaining 50,000 options became exercisable during 1998 at $5.00.
During 1997, 50,000 options were exercised at $3.50. During 1998, 114,500
options were exercised at prices ranging from $3.50 to $4.50. During 1999,
18,500 options were exercised at prices ranging from $3.50 to $4.50. In December
1999, the Company extended the expiration date on 10,000 options exercisable at
$3.25 per share to June 30, 2000. Subsequently, the expiration date was extended
to June 30, 2001. During 2000, 25,000 options were exercised at prices ranging
from $2.50 to $3.94. At September 30, 2000, 60,000 options related to the four
consultants remained outstanding at prices ranging from $3.50 to $5.00.

During 1998, the Company granted seven consultants options to purchase a total
of 282,000 shares of the Company's common stock. The fair value of the options
is expensed over the life of the consultants' contracts. All options became
exercisable during 1998 that were exercisable at prices ranging from $3.50 to
$7.31. During 1998, 22,000 options were exercised at prices ranging from $3.50
to $4.50. During 1999, 75,000 options expired ranging in price from $5.06 to
$7.31, and 10,000 options were exercised at a price of $2.50. In December 1999,
the Company extended the expiration date on 20,000 options exercisable at $3.94
per share and 10,000 options exercisable at $3.50 per share to June 30, 2000.
Subsequently, the expiration date was extended to June 30, 2001. During 2000,
165,000 options were exercised at prices ranging from $2.50 to $5.62. At
September 30, 2000, 5,000 options related to the consultants remained
outstanding at a price of $3.50 per common share.

During 1999, the Company granted one consultant options to purchase a total of
50,000 shares of the Company's common stock. The fair value of the options is
expensed over the life of the consultant's contract. All 50,000 options became
exercisable during 1999 at $2.50 per share. At September 30, 2000, all 50,000
options remained outstanding.

In January 1999, the Company revised the terms of 23,500 and 125,000 options
granted to consultants in 1997 and 1998, respectively. The terms of the
agreements set the exercise price of the 148,500 options at $4.00 and set the
expiration date of the options at December 31, 1999. During 1999, 28,500 options
to purchase shares were exercised at $2.50 per share. The options were further
revised in December 1999 to extend the expiration date to June 30, 2001. During
2000, all 120,000 options to purchase shares were exercised at $2.50 per share.

In connection with the December 1997 private offering, the Company issued to the
underwriters warrants to purchase 50,000 shares of common stock at $8.63 per
share. The warrants are exercisable at any time prior to December 22, 2000. At
September 30, 2000, all warrants remained outstanding.

In connection with the December 1999 private offering, the Company issued
402,007 common stock purchase warrants. Each warrant entitled the holder to
purchase one share of common stock at $2.925 per share, expiring December 2002.
The investors in this private offering also received warrants that allow
investors under certain circumstances to acquire additional shares of the
Company's common stock at a nominal price. At September 30, 2000, all warrants
remained outstanding.

In connection with the March 2000 private offering, the Company issued 413,334
common stock purchase warrants. Each warrant entitled the holder to purchase one
share of common stock at $8.50 per share, expiring March 2003. The investors in
this private offering also received warrants that allow investors under certain
circumstances to acquire additional shares of the Company's common stock at a
nominal price. At September 30, 2000, all warrants remained outstanding.

In October 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123). This statement encourages but does not require
companies to account for employee stock compensation awards based on their
estimated fair value at the grant date with the resulting cost charged to
operations. The Company has elected to continue to account for its employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. If the Company had elected to recognize
compensation expense based on the fair value of the awards granted, consistent
with the provisions of SFAS No. 123, the Company's net loss and net loss per
common share would have been increased to the pro forma amounts indicated below:

Year Ended September 30,
--------------------------------------
2000 1999 1998
---- ---- ----
(In Thousands)

Net loss:
As reported
$(8,478,396)$(7,490,725) $(6,442,638)
Pro forma
(8,908,999) (8,124,159) (7,018,634)

Loss per common share:
As reported $ 0.44 $ 0.52 $ 0.74

Pro forma
0.46 0.56 0.79

The weighted average fair value at the date of grant for options granted during
2000, 1999, and 1998, was $2.57, $1.21, and $2.17 per option, respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions:

2000 1999 1998
---- ---- ----

Expected stock risk volatility 98 % 91 % 79 %
Risk-free interest rate
6.32 % 5.48 % 5.49 %
Expected life options 4.91 3.23 2
Expected dividend yield - - -

The effects of applying SFAS No. 123 in this pro forma disclosure are not
necessarily indicative of the effect on future amounts.

The Company's stock options are not transferable, and the actual value of the
stock options that an employee may realize, if any, will depend on the excess of
the market price on the date of exercise over the exercise price. The Company
has based its assumption for stock price volatility on the variance of monthly
closing prices of the Company's stock from its initial offering date to the
present. The risk-free rate of return used equals the yield on one- to
three-year zero-coupon U.S. Treasury issues on the grant date. No discount was
applied to the value of the grants for nontransferability or risk of forfeiture.

6. EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution retirement plan, qualifying under
Section 401(k) of the Internal Revenue Code, subject to the Employee Retirement
Income Security Act of 1974, as amended, and covering substantially all CEL-SCI
employees. Prior to January 1, 1998, the employer contributed an amount equal to
50% of each employee's contribution not to exceed 3% of the participant's
salary. Effective January 1, 1998, the plan was amended such that the Company's
contribution is now made in shares of the Company's common stock as opposed to
cash. Each participant's contribution is matched by the Company with shares of
common stock that have a value equal to 100% of the participant's contribution,
not to exceed the lesser of $10,000 or 6% of the participant's total
compensation. The Company's contribution of common stock is valued each quarter
based upon the closing price of the Company's common stock. The expense for the
years ended September 30, 2000, 1999, and 1998, in connection with this plan was
$99,107, $86,954, and $70,519, respectively.

7. LEASE COMMITMENTS

Operating Leases - The future minimum annual rental payments due under
noncancelable operating leases for office and laboratory space are as follows:

Year Ending September 30,

2001
$202,934
2002
209,490
2003
180,035
2004
36,565
2005 -

Total minimum lease payments $629,024
========

Rent expense for the years ended September 30, 2000, 1999, and 1998, was
approximately $233,559, $214,205, and $165,067, respectively.

8. STOCKHOLDERS' EQUITY

During December 1997, the Company issued 10,000 shares of Series D Preferred
Stock for $10,000,000. The issuance included 550,000 Series A Warrants and
550,000 Series B Warrants. The number of common shares issuable upon conversion
of the Preferred Shares is determinable by dividing $1,000 by $8.28 prior to
September 19, 1998, or at any time at which the Company's common stock is $3.45
or less for five consecutive days. On or after September 19, 1998, the number of
common shares to be issued upon conversion is determined by dividing $1,000 by
the lesser of (1) $8.28 or (2) the average price of the stock for any two
trading days during the ten trading days preceding the conversion date. The
Series A Warrants are exercisable at any time for $8.62 prior to December 22,
2001, and the Series B Warrants are exercisable at any time for $9.31 prior to
December 22, 2001. Each warrant entitles the holder to purchase one share of
common stock. At September 30, 1998, 998 shares of Series D Preferred Stock had
been converted into 441,333 shares of common stock. At September 30, 1999, 9,002
shares of Series D Preferred Stock had been converted into 4,760,127 shares of
common stock. There are no remaining shares of Series D Preferred Stock. All
Series A and Series B Warrants issued remain outstanding at September 30, 2000.
In connection with the Company's December 1997 $10,000,000 Series D Preferred
Stock offering, the Series A and Series B warrants were assigned a relative fair
value of $1,980,000 in accordance with APB No. 14, Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants, and have been recorded as
additional paid-in capital. The $1,980,000 allocated to the warrants was
accredited immediately.

9. LOSS PER SHARE

Basic EPS excludes dilution and is computed by dividing net income or loss
attributable to common stockholders by the weighted average of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock (convertible
preferred stock, warrants to purchase common stock and common stock options
using the treasury stock method) were exercised or converted into common stock.
Potential common shares in the diluted EPS computation are excluded in net loss
periods as their effect would be antidilutive. The loss attributable to common
stockholders includes the impact of the accretion of Series D Preferred Stock
warrants and preferred stock dividends.

2000 1999 1998
---- ---- ----

Loss per common share (basic and diluted) $0.44 $0.52 $0.74
====== ====== =====

10. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, FASB issued SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments and for hedging activities. The Company
does not believe that the adoption of SFAS No. 133 will have a material effect
on its financial position or results of operation.

11. SEGMENT REPORTING

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosure about Segments of an Enterprise and Related Information (SFAS No.
131) in the fiscal year ended September 30, 1999. SFAS No. 131 establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports issued to stockholders. SFAS No. 131 also
establishes standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of an
enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision making group, in
making decisions how to allocate resources and assess performance. The Company's
chief decision maker, as defined under SFAS No. 131, is the Chief Executive
Officer. To date, the Company has viewed its operations as principally one
segment, the research and development of certain drugs and vaccines. As a
result, the financial information disclosed herein, materially represents all of
the financial information related to the Company's principal operating segment.

CEL-SCI CORPORATION
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2001
(Unaudited)

CEL-SCI CORPORATION
-------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
------------------------
ASSETS
(unaudited)

March 31, September 30,
2001 2000
-------------------------------------
CURRENT ASSETS:

Cash and cash equivalents $ 2,145,775 $ 6,909,263

Investments, net 3,135,944 3,760,922

Interest and other receivables 54,322 39,252

Prepaid expenses 710,516 1,838,376
Advances to officer/shareholder and
employees - 728
-------------------------------------

Total Current Assets 6,046,557 12,548,541

RESEARCH AND OFFICE EQUIPMENT-
Less accumulated depreciation of
$1,788,300 and $1,721,336 629,386 594,919

DEPOSITS 139,828 139,828

PATENT COSTS- less accumulated
amortization of $607,331 and $574,362 517,569 525,594
------------ --------------

$ 7,333,340 $ 13,808,882
============= ===========

See notes to consolidated condensed financial statements.

CEL-SCI CORPORATION
-------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
------------------------
(continued)

LIABILITIES AND STOCKHOLDERS' EQUITY
(unaudited)

March 31, September 30,
2001 2000
CURRENT LIABILITIES: ----------------------------------
Accounts payable $ 384,961 $ 822,601
----------------------------------

Total current liabilities 384,961 822,601

DEFERRED RENT 24,822 24,822
----------------------------------

Total liabilities 409,783 847,423

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value;
authorized 1,000,000 shares; no shares
issued and outstanding - -
Common stock, $.01 par value;
authorized, 100,000,000 shares; issued and
outstanding, 20,766,769 and 20,459,700 shares 207,668 204,597

Additional paid-in capital 73,973,658 73,924,653
Net unrealized gain/(loss) on equity
securities 25,890 (61,564)

Deficit (67,283,659) (61,106,227)
----------------------------------
TOTAL STOCKHOLDERS' EQUITY 6,923,557 12,961,459
----------------------------------
$ 7,333,340 13,808,882

See notes to consolidated condensed financial statements.

CEL-SCI CORPORATION
-------------------
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
---------------------------------
(unaudited)

Six Months Ended
March 31,
2001 2000
REVENUES:

Interest income $ 218,231 $ 107,592

Other income 119,465 28,256
----------------------------------

TOTAL INCOME 337,696 135,848

EXPENSES:

Research and development 4,821,261 2,487,290

Depreciation and amortization 99,934 143,337

General and administrative 1,593,933 2,067,469
----------------------------------

TOTAL OPERATING EXPENSES 6,515,128 4,698,096
----------------------------------

NET LOSS $ 6,177,432 $ 4,562,248
==================================

LOSS PER COMMON SHARE (BASIC) $ 0.30 $ 0.25
==================================

LOSS PER COMMON SHARE (DILUTED) $ 0.30 $ 0.25
==================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 20,563,439 18,071,192

See notes to consolidated condensed financial statements.

CEL-SCI CORPORATION
-------------------
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
---------------------------------
(unaudited)

Three Months Ended
March 31,
2001 2000
--------------------------------
REVENUES:
Interest income $ 35,020 $ 78,899

Other income 52,868 26,901
--------------------------------

TOTAL INCOME 87,888 105,800

EXPENSES:

Research and development 2,804,254 1,492,266
Depreciation and amortization 50,855 72,557

General and administrative 866,722 1,398,817
--------------------------------

TOTAL OPERATING EXPENSES 3,721,831 2,963,640
--------------------------------

NET LOSS $ 3,633,943 $ 2,857,840
================================

LOSS PER COMMON SHARE (BASIC) $ 0.18 $ 0.15
================================

LOSS PER COMMON SHARE (DILUTED) $ 0.18 $ 0.15
================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 20,669,266 18,881,179

See notes to consolidated condensed financial statements.

CEL-SCI CORPORATION
-------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
---------------------------------
(unaudited)

Six Months Ended
March 31,
2001 2000
--------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET LOSS $ (6,177,432) $ (4,562,248)
Adjustments to reconcile net loss to net cash
used in
operating activities:

Depreciation and amortization 99,934 143,337

Stock bonus granted to officer - 550,000

Stock issued to 401(k) 51,802 47,067

Net realized loss on sale of securities 15,932 -

Warrants exercised for stock 274 -

(Increase) in receivables (15,070) (25,128)

Decrease (increase) in prepaid expenses 1,127,860 (104,955)

Decrease in advances 728 68,236

Increase (decrease) in accounts payable (437,640) 133,585
---------------------------------

NET CASH USED IN OPERATING ACTIVITIES (5,333,612) (3,750,106)
---------------------------------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITY:

Sales of investments 696,499 1,487,364

Purchase of investments - (2,000,000)

Purchase of research and office equipment (101,431) (84,778)

Patent costs (24,944) (48,738)
---------------------------------
NET CASH PROVIDED BY(USED IN) INVESTING
ACTIVITY 570,124 (646,152)
---------------------------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Cash proceeds from issuance of preferred
and common stock and warrant conversion for cash - 13,627,709
---------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES - 13,627,709
---------------------------------

NET INCREASE (DECREASE) IN CASH (4,763,488) 9,231,451
CASH AND CASH EQUIVALENTS:
Beginning of period 6,909,263 2,746,531
---------------------------------

End of period $ 2,145,775 $11,977,982
=================================

See notes to consolidated condensed financial statements.

CEL-SCI CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2001 AND 2000
----------------------------------------
(unaudited)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Basis of Presentation

The accompanying financial statements have been prepared in accordance
with rules established by the Securities and Exchange Commission for Form
10-Q. Not all financial disclosures required to present the financial
position and results of operations in accordance with generally accepted
accounting principles are included herein. The reader is referred to the
Company's Financial Statements for the year ended September 30, 2000 which
are included elsewhere in this prospectus. In the opinion of management,
all accruals and adjustments (each of which is of a normal recurring
nature) necessary for a fair presentation of the financial position as of
March 31, 2001 and the results of operations for the six-month period then
ended have been made. Significant accounting policies have been
consistently applied in the interim financial statements and the annual
financial statements.

Investments

Investments that may be sold as part of the liquidity management of the
Company or for other factors are classified as available-for-sale and are
carried at fair market value. Unrealized gains and losses on such
securities are reported as a separate component of stockholders' equity.
Realized gains and losses on sales of securities are reported in earnings
and computed using the specific identified cost basis.

Loss per Share

Net loss per common share is computed by dividing the net loss by the
weighted average number of common shares outstanding during the period.
Common stock equivalents, including options to purchase common stock, were
excluded from the calculation because they are antidilutive due to the net
losses.

Long-lived Assets

Statement of Accounting Standards No. 121, "Accounting for the Impairment
of Long-lived Assets and for Long-lived Assets to be Disposed of" is
effective for financial statements for fiscal years beginning after
December 15, 1995.

CEL-SCI CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2001 AND 2000
----------------------------------------
(unaudited)
(continued)

B. COMPREHENSIVE LOSS

In fiscal 1999, the Company adopted Statement of Financial Accounting
Standard ("SFAS") No. 130 "Reporting Comprehensive Income" which was effective
for fiscal years beginning after December 15, 1997. Comprehensive income (loss)
is the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. The
Company's source of other comprehensive loss, other than net losses, is from
unrealized gain or loss on investments. The components of comprehensive income
(loss) are as
follows:

Six months ended Six months ended
March 31, 2001 March 31, 2000
-------------- --------------

Net Loss $(6,177,458) $(4,562,248)
Other Comprehensive Income:
Unrealized (Loss) Gain From
Investments 25,890 (39,444)
--------- ---------------
Comprehensive Loss $(6,151,568) $(4,601,692)
------------ ------------

No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by CEL-SCI. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.

TABLE OF CONTENTS

Page
Prospectus Summary........................................................
Risk Factors..............................................................
Comparative Share Data..................................................
Market for CEL-SCI's Common Stock........................................
Management's Discussion and Analysis of
Financial Condition and Results of Operations............................
Business...................................................................
Management..................................................................
Principal Shareholders...................................................
Equity Line of Credit Agreement..........................................
Selling Shareholder........................................................
Description of Securities.................................................
Experts.....................................................................
Indemnification...........................................................
Additional Information....................................................

------------------------------
Common stock

CEL-SCI CORPORATION

PROSPECTUS

PART II
Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

SEC Filing Fee $3,118
Blue Sky Fees and Expenses --
Printing and Engraving Expenses 100
Legal Fees and Expenses 20,000
Accounting Fees and Expenses 5,000
Miscellaneous Expenses 1,782
-----
TOTAL $30,000
=======

All expenses other than the S.E.C. filing fees are estimated.

Item 14. Indemnification of Officers and Directors.
-----------------------------------------

It is provided by Section 7-109-102 of the Colorado Revised Statutes and
CEL-SCI's Bylaws that CEL-SCI may indemnify any and all of its officers,
directors, employees or agents or former officers, directors, employees or
agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the best interest of CEL-SCI.

Item 15. Recent Sales of Unregistered Securities.

In December 1999 and January 2000 the Company sold 1,148,592 shares of its
common stock, plus Series A and Series B warrants, to a group of private
investors for $2,800,000.

In March 2000 the Company sold 1,026,666 shares of its common stock, plus
Series C and Series D warrants, to the same private investors referred to above
for $7,700,000.

The foregoing securities were not issued under the Securities Act of 1933
but were issued or sold in reliance upon the exemption provided by Section 4(2)
of the Act. The persons who acquired these securities were either accredited or
sophisticated investors. The securities were acquired for investment purposes
only and without a view to distribution. The persons who acquired these
securities were informed and advised about matters concerning the Company,
including the Company's business, financial affairs and other matters. The
investors acquired these shares for their own accounts. The certificates
representing the securities bear legends stating that they may not be offered,
sold or transferred other than pursuant to an applicable exemption from
registration. The preferred shares and warrants are "restricted" securities as
that term is defined in Rule 144 of the Securities and Exchange Commission.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits Page Number

3(a) Articles of Incorporation Incorporated by reference to Exhibit 3(a) of
CEL-SCI's combined Registration Statement
on Form S-1 and Post-Effective Amendment
("Registration Statement"),Registration Nos.
2-85547-D and 33-7531.

(b) Amended Articles Incorporated by reference to Exhibit 3(a) of
CEL-SCI's Registration Statement on Form S-1,
Registration Nos. 2-85547-D and 33-7531.

(c) Amended Articles Incorporated by reference to Exhibit (Name
change only) 3(c) filed with Registration
Statement on Form S-1 (No. 33-34878).

(d) Bylaws Incorporated by reference to Exhibit 3(b) of
CEL-SCI's Registration Statement on Form S-1,
Registration Nos. 2-85547-D and 33-7531.

4(a) Specimen copy of Stock Incorporated by reference to Exhibit 4(a) of
Certificate CEL-SCI's Registration Statement on Form S-1,
Registration Nos. 2-85547-D and 33-7531.

4(c) Form of Common Stock Incorporated by reference to Exhibit Purchase
Warrant 4(c) filed as an exhibit to CEL-SCI's
Registration Statement on Form S-1
(Registration No. 33-43281).

5 Opinion of Counsel _______________________________

10(e) Employment Agreement with Incorporated by reference to Exhibit 10(e)
Geert Kersten of the Company's report on Form 10-K for
the year ended September 30, 2000.

10(i) Securities Purchase Agreement Incorporated by reference to Exhibit 10(i)
(with schedule) to Cel-Sci Registration Statement on
Form S-3 (Commission File Number 333-94675).

10(j) Form of Callable (Series A) Warrant
Incorporated by reference to Exhibit
10(j) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-94675).

10(k) Form of Adjustable (Series B) Incorporated by reference to Exhibit 10(k)
Warrant to Cel-Sci Registration Statement on Form
S-3 (Commission File Number 333-94675).

10(l) Registration Rights Agreement Incorporated by reference to Exhibit 10(l)
to Cel-Sci Registration Statement on Form
S-3 (Commission File Number 333-34604).

10(m) Securities Purchase Agreement, Incorporated by reference to Exhibit 10(m)
together with Schedule required to Cel-Sci Registration Statement on by
Instruction 2 to Item 601 of Form S-3 (Commission File Number 333-
Regulation S-K 34604)

10(n) Form of Callable (Series C) Warrant
Incorporated by reference to Exhibit
10(n) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-34604).

10(o)Form of Adjustable (Series D) Incorporated by reference to Exhibit
Warrant 10(o) to Cel-Sci Registration
Statement on Form S-3 (Commission File
Number 333-34604).

10(p) Registration Rights Agreement Incorporated by reference to Exhibit
10(p) to Cel-Sci Registration Statement
on Form S-3 (Commission File Number
333-34604).

10(q) Common Stock Purchase Agreement
with Paul Revere Capital Partners
Ltd. --------------------------------

10(r) Stock Purchase Warrant issued to
Paul Revere Capital Partners, Ltd. --------------------------------

23(a) Consent of attorneys --------------------------------

23(b) Consent of accountants Previously filed

(b) Financial statement schedules. None

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.

(i) To include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of l933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of l933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, State of Virginia, on the 1st day of June,
2001.

CEL-SCI CORPORATION

By: /s/ Maximilian de Clara
---------------------------
Maximilian de Clara, President

Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ Maximilian de Clara Director and Principal June 1, 2001
-------------------------- Executive Officer
Maximilian de Clara

/s/ Geert R. Kersten Director, Principal June 1, 2001
---------------------- Financial Officer
Geert R. Kersten and Chief Executive Officer

/s/ Alexander G. Esterhazy Director June 1, 2001
------------------------------
Alexander G. Esterhazy

/s/ C. Richard Kinsolving Director June 1, 2001
-------------------------------
C. Richard Kinsolving

F. Donald Hudson Director

CEL-SCI CORPORATION
REGISTRATION STATEMENT ON
FORM S-3

EXHIBITS