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

                                   FORM 10-Q/A

(Mark One)
          (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2005

                                      OR

           ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________.

Commission File Number 0-11503

                               CEL-SCI CORPORATION



             Colorado                                    84-0916344
    ---------------------------                 ----------------------------
    State or other jurisdiction                       (IRS) Employer
          incorporation                            Identification Number

                        8229 Boone Boulevard, Suite 802
                            Vienna, Virginia  22182
                         -----------------------------
                    Address of principal executive offices

                                (703)  506-9460
                         -----------------------------
              Registrant's telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) had been subject to such filing
requirements for the past 90 days.

            Yes __________                      No ____X_____

Indicate by check mark whether the Registrant is an accelerated filer (as that
term is defined in Exchange Act Rule 12b-2).

            Yes _________                       No _____X____


         Class of Stock           No. Shares Outstanding            Date
         --------------           ----------------------            ----
           Common                       80,745,847              May 15, 2006





                                TABLE OF CONTENTS


PART I  FINANCIAL INFORMATION

Item 1.                                                                 Page
                                                                        ----

      Condensed Consolidated Balance Sheet (unaudited)                     3
      Condensed Consolidated Statement of Operations (unaudited)           4
      Condensed Consolidated Statement of Cash Flow (unaudited)          5-6
      Notes to Condensed Consolidated Financial Statements (unaudited)     7


Item 2.
      Management's Discussion and Analysis of Financial Condition         15
        and Results of Operations

Item 3.
      Quantitative and Qualitative Disclosures about Market Risks         20

Item 4.
      Controls and Procedures                                             20

PART II

Item 2.
      Changes in Securities and Use of Proceeds                           22

Item 4.
      Submission of Matters to a Vote of Security Holders                 22

Item 5.
      Other Information                                                   22

Item 6.
      Exhibits and Reports on Form 8-K                                    22

      Signatures                                                          23



                                       2



                               CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                   (unaudited)

Item 1.   FINANCIAL STATEMENTS

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

 ASSETS
                                                 December 31,    September 30,
                                                     2005            2005
                                                --------------------------------
 CURRENT ASSETS:
   Cash and cash equivalents                    $ 1,885,627       $  1,957,614
   Interest and other receivables                    15,488             21,164
   Prepaid expenses and laboratory supplies         419,902            432,652
   Deferred financing costs                           5,000                 --
                                                -----------        -----------
         Total current assets                     2,326,017          2,411,430

 RESEARCH AND OFFICE EQUIPMENT-
   Less accumulated depreciation of
      $1,714,748 and $1,690,788                     157,651            181,541

 PATENT COSTS- less accumulated
   amortization of  $835,354 and $816,169           477,479            484,553

 DEPOSITS                                            14,828             14,828
                                                -----------       ------------
                TOTAL ASSETS                    $ 2,975,975        $ 3,092,352
                                                ===========        ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Accounts payable                             $  133,283         $    74,354
   Accrued expenses                                 77,390              74,619
   Due to employees                                 22,852              22,880
   Derivative instruments - current portion          1,288               1,280
                                                ----------         ------------
        Total current liabilities                  234,813             173,133

   Derivative instruments - noncurrent portion          --             811,180
   Deposits held                                     3,000               3,000
                                                ----------         -----------
        Total liabilities                          237,813             987,313

 STOCKHOLDERS' EQUITY
   Common stock, $.01 par value; authorized,
    200,000,000 shares; issued and outstanding,
    76,106,777 and 74,494,206 shares at
    December 31, 2005 and September 30, 2005,
    respectively                                   761,068             744,942
   Additional paid-in capital                  101,973,420         100,359,296
   Accumulated deficit                         (99,996,326)        (98,999,199)
                                               -----------         -----------
           Total stockholders' equity            2,738,162           2,105,039
                                               -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $  2,975,975         $ 3,092,352
                                              ============         ===========

            See notes to condensed consolidated financial statements.


                                       3



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

                                                     Three Months Ended
                                                         December 31,
                                                     2005            2004
                                                --------------------------------
 REVENUES:
   Grant revenue and other                      $  29,847        $    75,507
                                                ---------        -----------
 EXPENSES:
   Research and development, excluding
     depreciation of $18,511 and $33,651
     included below                               434,889            701,104
   Depreciation and amortization                   43,790             56,679
   General and administrative                     573,036            532,214
                                                ---------          ---------
            Total Operating Expenses            1,051,715          1,289,997
                                                ---------          ---------

 NET OPERATING LOSS                            (1,021,868)        (1,214,490)

 GAIN (LOSS) ON DERIVATIVE INSTRUMENTS             13,337            (32,773)

 INTEREST INCOME                                   11,404             17,820
                                                ---------        -----------

 NET LOSS                                      $ (997,127)       $(1,229,443)
                                                =========        ===========

 NET LOSS PER COMMON SHARE (BASIC)             $    (0.01)       $     (0.02)
                                                ==========       ===========

 NET LOSS PER COMMON SHARE (DILUTED)           $    (0.01)       $     (0.02)
                                                =========        ===========

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING    74,998,621         72,178,816
                                               ==========        ===========

            See notes to condensed consolidated financial statements.

                                       4


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

                                                    Three Months Ended
                                                         December 31,
                                                     2005            2004
                                                ------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS                                         $ (997,127)     $ (1,229,443)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                      43,790            56,679
  Issuance of common stock and stock options
       for services                                 66,718
  Common stock contributed to 401(k) plan           20,479             19,517
  Decrease in unearned compensation                     --              3,883
  Impairment loss on abandonment of patents             --              3,716
 Employee option cost                               51,798
  Impairment loss on retired equipment                 645                 95
  (Gain) loss on derivative instruments            (13,337)            32,773
  Decrease  in receivables                           5,676              5,584
  Decrease  in prepaid expenses                     12,750             86,617
  Increase in deferred financing costs              (5,000)                --
  Increase in accrued expenses                       2,771              6,434
  Increase (decrease)  in amount due to
     employees                                         (28)            32,522
  Increase in accounts payable                      50,679             50,150
                                                ----------          ---------
NET CASH USED FOR OPERATING ACTIVITIES            (760,186)          (931,473)
                                                -----------         ---------

CASH FLOWS USED FOR  INVESTING ACTIVITIES:
  Purchase of equipment                             (1,360)           (65,368)
  Patent costs                                      (3,861)                --
                                                -----------         ---------
NET CASH USED FOR INVESTING ACTIVITIES              (5,221)           (65,368)
                                                -----------         ---------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Drawdown on equity line                          677,727                 --
  Proceeds from exercise of stock options           15,693             23,242
                                                ----------          ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES          693,420             23,242
                                                ----------          ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS          (71,987)          (973,599)

CASH AND CASH EQUIVALENTS:
  Beginning of period                            1,957,614          4,263,631
                                                ----------         ----------
  End of period                                $ 1,885,627         $3,290,032
                                                ==========         ==========

                                                                    (continued)

            See notes to condensed consolidated financial statements.


                                       5



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

                                                     Three Months Ended
                                                         December 31,
                                                     2005            2004
                                                --------------------------------

SUPPLEMENTAL INFORMATION ON NONCASH
TRANSACTIONS:

Patent costs included in accounts payable:
Increase in accounts payable                    $  8,250          $   21,790
Increase in patent costs
                                                  (8,250)            (21,790)
                                                --------          ----------
                                                $     --                  --
                                                ========          ==========

Reclassification of derivative instruments:
Decrease in derivative instruments              $797,835          $       --
Increase in additional paid-in capital          (797,835)                 --
                                                --------          ----------
                                                $     --          $       --
                                                ========          ==========


                                                                      concluded














           See notes to condensed consolidated financial statements.


                                       6




                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)


A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The accompanying condensed consolidated financial statements of CEL-SCI
      Corporation and subsidiary (the Company) are unaudited and certain
      information and footnote disclosures normally included in the annual
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been omitted
      pursuant to the rules and regulations of the Securities and Exchange
      Commission. While management of the Company believes that the disclosures
      presented are adequate to make the information presented not misleading,
      interim consolidated financial statements should be read in conjunction
      with the consolidated financial statements and notes included in the
      Company's annual report on Form 10-K for the year ended September 30,
      2005.

      In the opinion of management, the accompanying unaudited condensed
      consolidated financial statements contain all accruals and adjustments
      (each of which is of a normal recurring nature) necessary for a fair
      presentation of the financial position as of December 31, 2005 and the
      results of operations for the three-month period then ended. The condensed
      consolidated balance sheet as of September 30, 2005 is derived from the
      September 30, 2005 audited consolidated financial statements. Significant
      accounting policies have been consistently applied in the interim
      financial statements and the annual financial statements. The results of
      operations for the three-month period ended December 31, 2005 are not
      necessarily indicative of the results to be expected for the entire year.

      Significant accounting policies are as follows:

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

      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. Leasehold improvements are
      depreciated over the shorter of the estimated useful life of the asset or
      the term of the lease. Repairs and maintenance are expensed when incurred.

      Research and Development Costs--Research and development (R&D)
      expenditures are expensed as incurred. The Company has an agreement with
      Cambrex Bio Science, an unrelated corporation, for the production of
      MultikineR, which is the Company's only product source. All production
      costs of Multikine are expensed to R&D immediately.

      Research and Development Grant Revenues--The Company's grant arrangements
      are handled on a reimbursement basis. Grant revenues under the
      arrangements are recognized as grant revenue when costs are incurred.

      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. An
      impairment loss is recognized when estimated future undiscounted cash
      flows expected to result from the use of the asset, and from disposition,
      is less than the carrying value of the asset. The amount of the impairment


                                       7


                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

      loss would be the difference between the estimated fair value of the asset
      and its carrying value. During the three months ended December 31, 2005
      and 2004, the Company recorded patent impairment charges of $-0- and
      $3,716, respectively. These charges are the net book value of patents
      abandoned during the period and such amount is included in general and
      administrative expenses. Based on current patent applications and issued
      patents, CEL-SCI expects that the amortization of patent expenses will
      total approximately $350,000 during the next five years.

      Net Loss per Common 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. Potentially dilutive common shares,
      including convertible options to purchase common stock, were excluded from
      the calculation because they are antidilutive.

      Prepaid Expenses and Laboratory Supplies--The majority of prepaid expenses
      consist of bulk purchases of laboratory supplies used on a daily basis in
      the lab and items that will be used for future production. The items in
      prepaid expenses are expensed when used in production or daily activity as
      R&D expenses. These items are disposables and consumables and can be used
      for both the manufacturing of Multikine for clinical studies and in the
      laboratory for quality control and bioassay use. They can be used in
      training, testing and daily laboratory activities. Other prepaid expenses
      are payments for services over a long period and are expensed over the
      time period for which the service is rendered.

      Cash and Cash Equivalents--For purposes of the statements of cash flows,
      cash and cash equivalents consists principally of unrestricted cash on
      deposit and short-term money market funds. The Company considers all
      highly liquid investments with a maturity when purchased of less than
      three months, and those investments that are readily convertible to known
      amounts of cash and are so close to maturity that they bear no interest
      rate risk, 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.

      Asset Valuations and Review for Potential Impairments--The Company reviews
      its fixed assets every fiscal quarter. This review requires that the
      Company make assumptions regarding the value of these assets and the
      changes in circumstances that would affect the carrying value of these
      assets. If such analysis indicates that a possible impairment may exist,
      the Company is then required to estimate the fair value of the asset and,
      as deemed appropriate, expense all or a portion of the asset. The
      determination of fair value includes numerous uncertainties, such as the
      impact of competition on future value. The Company believes that it has
      made reasonable estimates and judgments in determining whether its
      long-lived assets have been impaired; however, if there is a material
      change in the assumptions used in our determination of fair values or if
      there is a material change in economic conditions or circumstances
      influencing fair value, the Company could be required to recognize certain
      impairment charges in the future.

      Stock-Based Compensation--In October 1996, the Financial Accounting
      Standards Board (FASB) issued Statement of Financial Accounting Standards
      No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). This
      statement encouraged but did 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 had
      elected to continue to account for its employee stock-based compensation
      using the intrinsic value method prescribed in Accounting Principles Board


                                       8

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

      Opinion No. 25, Accounting for Stock Issued to Employees and related
      Interpretations". In December 2004 the FASB issued SFAS No. 123R,
      "Share-Based Payment". SFAS No. 123R requires companies to recognize
      expense associated with share based compensation arrangements, including
      employee stock options, using a fair value-based option pricing model.
      SFAS No. 123R applies to all transactions involving issuance of equity by
      a company in exchange for goods and services, including employees. Using
      the modified prospective transition method of adoption, CEL-SCI reflects
      compensation expense in the financial statements beginning October 1,
      2005. The modified prospective transition method does not require
      restatement of prior periods to reflect the impact of SFAS No. 123R. As
      such, compensation expense will be recognized for awards that were
      granted, modified, repurchased or cancelled on or after October 1, 2005 as
      well as for the portion of awards previously granted that vested during
      the quarter ended December 31, 2005. For the three months ended December
      31, 2005, the Company recorded $51,798 in general and administrative
      expense for the cost of employee options. The Company's options vest over
      a three-year period from the date of grant. After one year, the stock is
      one-third vested, with an additional one-third vesting after two years and
      the final one-third vesting at the end of the three-year period. There
      were no options granted during the three-month period ended December 31,
      2005. Options are granted with an exercise price equal to the closing bid
      price of the Company's stock on the day before the grant. The Company
      determines the fair value of the employee compensation using the Black
      Scholes method of valuation. This method requires several assumptions,
      including the following assumptions for the options vesting during the
      three months ended December 31, 2005.

        Volatility                      74% - 106%
        Dividend yield                          0%
        Risk-free interest rate      3.12% - 4.25%
        Expected average life              5 years
        Exercise price per option    $0.22 - $1.67

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

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


                                       9

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

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

      The following table summarizes stock option activity for the three months
      ended December 31, 2005.

                                                                                                 


Non-Qualified Stock Option Plan

                                  Outstanding                                                  Exercisable
             ------------------------------------------------------       ------------------------------------------------------

                                          Weighted                                                      Weighted
                                          Average                                                       Average
                        Weighted          Remaining      Aggregate                   Weighted           Remaining      Aggregate
             Number of  Average           Contractual    Intrinsic        Number of  Average            Contractual    Intrinsic
             Shares     Exercise Price    Term (Years)     Value          Shares     Exercise Price     Term (Years)    Value
             ------------------------------------------------------       ------------------------------------------------------

Outstanding
at October
1, 2005      6,215,363      0.66              5.80        642,085         4,642,893      0.76               4.98       432,032
Vested              -                                                             -
Granted             -                                                             -

Exercised     (71,335)      0.22              7.33         19,260           (71,335)     0.22               7.33        19,260
Forfeited           -                                                             -
Expired             -                                                             -
             ---------                                                      --------

Outstanding
at December
31, 2005     6,144,028      0.67              5.80        659,395         4,571,558      0.77               4.98       434,222


Incentive Stock Option Plan

                                  Outstanding                                                  Exercisable
             ------------------------------------------------------       ------------------------------------------------------

                                          Weighted                                                      Weighted
                                          Average                                                       Average
                        Weighted          Remaining      Aggregate                   Weighted           Remaining      Aggregate
             Number of  Average           Contractual    Intrinsic        Number of  Average            Contractual    Intrinsic
             Shares     Exercise Price    Term (Years)     Value          Shares     Exercise Price     Term (Years)    Value
             ------------------------------------------------------       ------------------------------------------------------


Outstanding
at October
1, 2005      3,972,633      0.68               6.18        630,833        2,885,968       0.81              5.52       418,334
Vested               -                                                            -
Granted              -                                                            -
Exercised            -                                                            -
Forfeited            -                                                            -
Expired              -                                                            -
             ---------                                                      --------

Outstanding
at December
31, 2005     3,972,633      0.68               6.18        683,000        2,885,968       0.81             5.52        451,800




      The total intrinsic value of options exercised during the three months
      ended December 31, 2005 and 2004 was $20,907 and $29,249, respectively.

      A summary of the status of the Company's non-vested options as of December
      31, 2005 is presented below:


                                       10

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

                                                        Weighted
                                                         Average
                                           Number of   Grant Date
                                           Shares      Fair Value
                                           ------------------------

      Non-Qualified Stock Option Plan
      -------------------------------

      Nonvested at October 1, 2005         1,572,470       $ 0.25
            Vested                                 -
            Granted                                -
            Forfeited                              -
            Expired                                -
                                           ----------


      Nonvested at December 31, 2005       1,572,470       $ 0.25

      Incentive Stock Option Plan
      ---------------------------

      Nonvested at October 1, 2005         1,055,465       $ 0.21
            Vested                                 -
            Granted                                -
            Forfeited                              -
            Expired                                -
                                            ----------


      Nonvested at December 31, 2005       1,055,465        $ 0.21
                                           ----------

      No corresponding expense was recorded for the three months ended December
      31, 2004 because the statement did not require the cost to be recorded in
      that period. Under SFAS 148, "Accounting for Stock-Based Compensation -
      Transition and Disclosure", which was in effect during the three months
      ended December 31, 2004, the Company's net loss and net loss per common
      share would have been increased to the pro forma amounts indicated below:

                                                       Three Months Ended
                                                        December 31, 2004
      Net loss:
      As reported and amended                               $  (997,127)

      Add:  Total stock-based employee compensation
      expense determined under fair-value-based
      method for all awards, net of related tax effects        (126,250)
                                                            ------------

      Pro forma net loss, as amended                        $(1,123,377)
                                                            ============


      Options to non-employees are accounted for in accordance with FASB's
      Emerging Issues Task Force (EITF) Issue 96-18 Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services. Accordingly, compensation is
      recognized when goods or services are received and is measured using the
      Black-Scholes valuation model. The Black-Scholes model requires management
      to make assumptions regarding the fair value of the options at the date of
      grant and the expected life of the options.

B. NEW ACCOUNTING PRONOUNCEMENTS

      In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
      Corrections--A replacement of APB Opinion No. 20 and FASB Statement No.
      3". The statement requires that retrospective application of a change in
      accounting principle be limited to the direct effects of the change and is


                                       11

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

      part of a broader effort by the FASB to improve the comparability of
      cross-border financial reporting by working with the International
      Accounting Standards Board (IASB) toward development of a single set of
      high-quality accounting standards. The Company does not believe that SFAS
      No. 154 will have a material impact on its results of operations or cash
      flows.

      In March 2005, the FASB issued FIN No. 47, "Accounting for Conditional
      Asset Retirement Obligations - an Interpretation of FASB Statement No.
      143". The interpretation clarifies terms used in FASB Statement No. 143
      and is effective no later than the end of fiscal years ending after
      December 15, 2005. The Company does not believe that FIN No. 47 will have
      a material impact on its results of operations or cash flows.

      In February 2006, the FASB issued SFAS No. 155, "Hybrid Instruments". The
      statement amends SFAS No. 133 and SFAS No. 140, "Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities". The
      statement also resolves issues addressed in Statement 133 Implementation
      Issue No. D1, "Application of Statement 133 to Beneficial Interests in
      Securitized Financial Assets." The statement: a) permits fair value
      remeasurement for any hybrid financial instrument that contains an
      embedded derivative that otherwise would require bifurcation, b) clarifies
      which interest-only strips and principal-only strips are not subject to
      the requirements of SFAS No. 133, c) establishes a requirement to evaluate
      interests in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that
      contain an embedded derivative requiring bifurcation, d) clarifies that
      concentrations of credit risk in the form of subordination are not
      embedded derivatives, and e) amends Statement 140 to eliminate the
      prohibition on a qualifying special purpose entity from holding a
      derivative financial instrument that pertains to a beneficial interest
      other than another derivative financial instrument. CEL-SCI does not
      believe that SFAS No. 155 will have a material impact on its results of
      operations or cash flows.

      FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets -
      an amendment of FASB Statement No. 140". The statement requires: 1) an
      entity to recognize a servicing asset or servicing liability each time it
      undertakes an obligation to service a financial asset; 2) requires all
      separately recognized servicing assets and servicing liabilities to be
      initially measured at fair value; 3) permits an entity to choose either
      the amortization method or the fair value measurement method for measuring
      the asset or liability; 4) permits a one-time reclassification of
      available-for-sale securities to trading securities; and 5) requires
      separate presentation of servicing assets and servicing liabilities
      subsequently measured at fair value in the statement of financial
      position. Since the Company has no servicing assets or servicing
      liabilities, the Company believes that there will be no impact on its
      results of operations or cash flows. The statement is effective for fiscal
      years beginning after September 15, 2006.

C.          STOCKHOLDERS' EQUITY

      During the three months ended December 31, 2005, the Company issued stock
      and stock options for services to a nonemployee with a fair value of
      $66,718. During the three months ended December 31, 2004, the Company did
      not issue stock or stock options.

D. FINANCING TRANSACTIONS

      In July and September 2002, the Company sold convertible notes, plus
      Series G warrants, to a group of private investors. As of the year ended
      September 30, 2003, all of the notes had been converted into common stock.
      The Series G warrants allow the holders to purchase up to 900,000 shares
      of the Company's common stock. The warrant price was $0.145 as of December
      31, 2005. As of December 31, 2005, 450,000 warrants had been exercised and
      450,000 warrants remain outstanding. In addition, in January 2003, the
      Company sold convertible notes, plus Series H warrants to purchase
      1,100,000 shares of common stock, to a group of private investors. As of
      October 2, 2003, all of the Series H notes had been converted into common


                                       12

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

      stock. The Series H warrant price was $0.25 as of December 31, 2005. As of
      December 31, 2005, 550,000 warrants had been exercised and 550,000
      warrants remain outstanding.

      On May 4, 2004, the Company announced the completion of an offering of
      6,402,439 shares of registered common stock at $0.82 per share to one
      institutional investor. This sale resulted in gross proceeds of $5.25
      million and associated costs of $498,452. The stock was offered pursuant
      to an existing shelf registration statement and Wachovia Capital Markets,
      LLC acted as the placement agent for the offering. The Company intends to
      use the proceeds of the offering to advance the clinical development of
      Multikine for the treatment of cancer. In addition, 76,642 warrants were
      issued to Wachovia at a price of $1.37 and the warrants expire May 4,
      2009. The warrants were valued using the Black-Scholes valuation method
      and an expense of $38,127 was recorded to additional paid-in capital as a
      cost of equity related transaction during the year ended September 30,
      2004.

E. RESTATEMENT OF FINANCIAL STATEMENTS

      Subsequent to the issuance of the Company's September 30, 2004
      consolidated financial statements, the Company determined that it had
      erroneously accounted for certain financial instruments, including
      free-standing and embedded derivatives within such instruments, issued by
      the Company from fiscal year 1992 through November 2003. Specifically, the
      instruments erroneously accounted for were: the Series E Preferred Stock,
      the Cambrex Convertible Note Payable, Series F, G and H Convertible Debt,
      the equity line of credit agreements, as well as Series I and J warrants
      and various other warrants. The Company has concluded that these
      instruments were either freestanding derivative instruments in their
      entirely, or contained embedded derivatives, and should have been
      accounted for under SFAS No. 133 and EITF 00-19, as well as related
      interpretations of these standards. All such derivatives were required to
      be recognized as either assets or liabilities in the statement of
      financial position and measured at fair value in the statement of
      operations. At December 31, 2005, the only remaining instrument that needs
      this valuation is the Series E warrants, which expire on August 16, 2006.
      For a further discussion of this restatement and an assessment of each
      instrument, please see the Company's September 30, 2005 10-K, footnote 2.

F. PRIVATE PLACEMENT

      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 entered into an equity line of credit agreement with Jena Holdings
      LLC on October 31, 2005.

      Under the equity line of credit agreement, Jena Holdings LLC has agreed to
      provide CEL-SCI with up to $5,000,000 of funding for a two year period
      which will begin on the date that a registration statement filed by
      CEL-SCI to register the shares to be sold to Jena Holdings LLC is declared
      effective by the SEC. During this two year period, CEL-SCI may request a
      drawdown under the equity line of credit by selling shares of its common
      stock to Jena Holdings LLC, and Jena Holdings LLC 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 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 Jena Holdings LLC 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%. As consideration for extending the
      equity line of credit, CEL-SCI granted Jena Holdings LLC warrants to


                                       13

                              CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                  (unaudited)

      purchase 271,370 shares of common stock at a price of $0.55 per share at
      any time prior to October 24, 2010. CEL-SCI will be registering the shares
      of common stock issuable to Jena Holdings under the equity line of credit,
      as well as 271,370 shares underlying the warrants that CEL-SCI granted to
      Jena Holdings LLC. During the three-month period ended December 31, 2005,
      the Company made drawdowns on the equity line of credit totaling $677,727,
      selling 1,419,446 shares of common stock.

      On December 1, 2003, the Company sold 2,994,964 shares of its common stock
      to a group of private institutional investors for approximately
      $2,550,000, or $0.85 per share. As part of this transaction, the investors
      in the private offering received warrants which allow the investors to
      purchase 991,003 shares of the Company's common stock at a price of $1.32
      per share at any time prior to December 1, 2006. As of December 31, 2005,
      all warrants remain outstanding.

      In connection with this private placement, the Company was required to
      file a registration statement by December 31, 2003. The registration
      statement was to have been declared effective by the SEC no later than
      March 30, 2004. If the registration statement was declared effective later
      than March 30, 2004, the Company was subject to paying liquidated damages
      to the investors. In accordance with this agreement, the Company recorded
      an expense of $76,499 during the year ended September 30, 2004.

      On July 18, 2005, CEL-SCI sold 1,250,000 shares of its common stock and
      375,000 warrants to one investor for $500,000. Each warrant entitles the
      holder to purchase one share of CEL-SCI's common stock at a price of $0.65
      per share at any time prior to July 18, 2009. The shares of common stock
      and warrants are "restricted" securities as defined in Rule 144 of the
      Securities and Exchange Commission. The warrants were valued at $155,671.

G. OPERATIONS AND FINANCING

      The Company has incurred significant costs since its inception 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,
      research and development, administrative costs, construction of laboratory
      facilities and clinical trials. The Company has funded such costs with
      proceeds realized from the public and private sale of its common and
      preferred stock. The Company will be required to raise additional capital
      or find additional long-term financing in order to continue with its
      research efforts. To date, the Company has not generated any revenue from
      product sales. The ability of the Company to complete the necessary
      clinical trials and obtain FDA approval for the sale of products to be
      developed on a commercial basis is uncertain. The Company plans to seek
      continued funding of the Company's development by raising additional
      capital. It is the opinion of management that sufficient funds will be
      available from external financing and additional capital and/or
      expenditure reductions in order to meet the Company's liabilities and
      commitments as they come due during fiscal year 2006. Ultimately, the
      Company must complete the development of its products, obtain the
      appropriate regulatory approvals and obtain sufficient revenues to support
      its cost structure.

H. MARKETING AGREEMENT

      On May 30, 2003, the Company and Eastern Biotech signed an agreement to
      develop both Multikine and CEL-1000, and their derivatives and
      improvements, in three Eastern European countries: Greece, Serbia and
      Croatia. Eastern Biotech also has the exclusive right to sales in these
      three countries. As part of the agreement, Eastern Biotech gained the
      right to receive a 1% royalty on the future net sales of these two
      products and their derivatives and improvements worldwide. Eastern Biotech
      also purchased 1,100,000 shares of common stock and warrants, which allow
      the holder to purchase up to 1,100,000 shares of the Company's common
      stock at a price equal to $0.47. The Company received proceeds of $500,000
      for these shares and warrants. Because the Company did not register these
      shares prior to September 30, 2003, the royalty percentage increased to
      2%. If Eastern Biotech did not meet certain clinical development


                                       14


      milestones within one year, it would lose the right to sell both products
      in these three countries. As of June 1, 2004, Eastern Biotech lost its
      exclusive right to market, distribute and sell both products in accordance
      with the agreement.



                                       15



CEL-SCI CORPORATION


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Liquidity and Capital Resources

The Company has had only limited revenues from operations since its inception in
March 1983. The Company has relied upon proceeds realized from the public and
private sale of its Common Stock and convertible notes as well as short-term
borrowings to meet its funding requirements. Funds raised by the Company have
been expended primarily in connection with the acquisition of exclusive rights
to certain patented and unpatented proprietary technology and know-how relating
to the human immunological defense system, the funding of Viral Technologies,
Inc.'s (VTI) research and development program (inactive since 2000), patent
applications, the repayment of debt, the continuation of Company-sponsored
research and development and administrative costs, and the construction of
laboratory facilities. Inasmuch as the Company does not anticipate realizing
significant revenues until such time as it enters into licensing arrangements
regarding its technology and know-how or until such time it receives permission
to sell its product (which could take a number of years), the Company has been
dependent upon short-term borrowings and the proceeds from the sale of its
securities to meet all of its liquidity and capital resource requirements.

In June 2000, the Company entered into an agreement with Cambrex Bio Science,
Inc. ("Cambrex") whereby Cambrex agreed to provide the Company with a facility
which allows the Company to manufacture Multikine in accordance with the Good
Manufacturing Practices regulations of the FDA for periodic manufacturing
campaigns. Company personnel will staff this facility. This agreement runs until
December 31, 2006.

In July and September 2002, the Company sold convertible notes, plus 900,000
Series G warrants, to a group of private investors. By June 2, 2003, all of the
notes had been converted into common stock. As of December 31, 2005, 450,000
warrants had been exercised and 450,000 warrants remain outstanding. In
addition, in January 2003, the Company sold convertible notes, plus Series H
warrants to purchase 1,100,000 shares of common stock, to a group of private
investors. By October 2, 2003, all of the Series H notes had been converted into
common stock. The Series H warrant price is currently $0.25. As of December 31,
2005, 550,000 warrants had been exercised and 550,000 warrants remain
outstanding.

On December 1, 2003, the Company sold 2,994,964 shares of its common stock to a
group of private institutional investors for approximately $2,550,000, or $0.85
per share. As part of this transaction, the investors in the private offering
received warrants which allow the investors to purchase approximately 900,000
shares of the Company's common stock at a price of $1.32 per share at any time
prior to December 1, 2006. As of December 31, 2005, all warrants remain
outstanding.

During April 2006, all of the remaining Series G and H warrants were converted
into 618,560 shares of common stock in a cashless exercise.

On May 30, 2003, the Company and Eastern Biotech signed an agreement to develop
both Multikine and CEL-1000, and their derivatives and improvements, in three
Eastern European countries: Greece, Serbia and Croatia. Eastern Biotech also has
the exclusive right to sales in these three countries. As part of the agreement,
Eastern Biotech gained the right to receive a 1% royalty on the future net sales
of these two products and their derivatives and improvements worldwide. Eastern
Biotech also purchased 1,100,000 shares of common stock and warrants, which
allow the holder to purchase up to 1,100,000 shares of the Company's common
stock at a price equal to $0.47. The Company received proceeds of $500,000 for
these shares and warrants. Because the Company did not register these shares
prior to September 30, 2003, the royalty percentage increased to 2%. If Eastern
Biotech did not meet certain clinical development milestones within one year, it
would lose the right to sell both products in these three countries. As of June
1, 2004 no clinical trials had been started by Eastern Biotech and in accordance
with the agreement, Eastern Biotech lost its exclusive right to market,



distribute and sell both products in the countries.

On May 4, 2004, the Company announced the completion of an offering of 6,402,439
shares of registered common stock at $0.82 per share to one institutional
investor. This sale resulted in gross proceeds of $5.25 million and associated
costs of $498,452. The stock was offered pursuant to an existing shelf
registration statement and Wachovia Capital Markets, LLC acted as the placement
agent for the offering. The Company intends to use the proceeds of the offering
to advance the clinical development of Multikine for the treatment of cancer. In
addition, 76,642 warrants were issued to Wachovia at a price of $1.37 and the
warrants expire May 4, 2009. The warrants were valued using the Black-Scholes
valuation method and an expense of $38,127 was recorded to additional paid-in
capital as a cost of equity related transaction during the fiscal year ended
September 30, 2004.

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
entered into an equity line of credit agreement with Jena Holdings LLC on
October 31, 2005.

Under the equity line of credit agreement, Jena Holdings LLC has agreed to
provide CEL-SCI with up to $5,000,000 of funding for a two year period which
will begin on the date that a registration statement filed by CEL-SCI to
register the shares to be sold to Jena Holdings LLC is declared effective by the
SEC. During this two year period, CEL-SCI may request a drawdown under the
equity line of credit by selling shares of its common stock to Jena Holdings
LLC, and Jena Holdings LLC 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 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 Jena Holdings LLC 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%.
As consideration for extending the equity line of credit, CEL-SCI granted Jena
Holdings LLC warrants to purchase 271,370 shares of common stock at a price of
$0.55 per share at any time prior to October 24, 2010. CEL-SCI will be
registering the shares of common stock issuable to Jena Holdings under the
equity line of credit, as well as 271,370 shares underlying the warrants that
CEL-SCI granted to Jena Holdings LLC. During the three-month period ended
December 31, 2005, the Company made drawdowns on the equity line of credit
totaling $677,727, selling 1,419,446 shares of common stock. Subsequent to the
issuance of the Company's September 30, 2004 consolidated financial statements,
the Company determined that it had erroneously accounted for certain financial
instruments, including free-standing and embedded derivatives within such
instruments, issued by the Company from fiscal year 1992 through November 2003.
Specifically, the instruments erroneously accounted for were: the Series E
Preferred Stock, the Cambrex Convertible Note Payable, Series F, G and H
Convertible Debt, the equity line of credit agreements, as well as Series I and
J warrants and various other warrants. The Company has concluded that these
instruments were either freestanding derivative instruments in their entirely,
or contained embedded derivatives, and should have been accounted for under SFAS
No. 133 and EITF 00-19, as well as related interpretations of these standards.
All such derivatives were required to be recognized as either assets or
liabilities in the statement of financial position and measured at fair value in
the statement of operations. At December 31, 2005, the only remaining instrument
that needs this valuation is the Series E warrants, which expire on August 16,
2006. For a further discussion of this restatement and an assessment of each
instrument, please see the Company's September 30, 2005 10-K, footnote 2.

Subsequent to the issuance of the Company's September 30, 2004 consolidated
financial statements, the Company determined that it had erroneously accounted
for certain financial instruments, including free-standing and embedded
derivatives within such instruments, issued by the Company from fiscal year 1992
through November 2003. Specifically, the instruments erroneously accounted for
were: the Series E Preferred Stock, the Cambrex Convertible Note Payable, Series
F, G and H Convertible Debt, the equity line of credit agreements, as well as



Series I and J warrants and various other warrants. The Company has concluded
that these instruments were either freestanding derivative instruments in their
entirely, or contained embedded derivatives, and should have been accounted for
under SFAS No. 133 and EITF 00-19, as well as related interpretations of these
standards. All such derivatives were required to be recognized as either assets
or liabilities in the statement of financial position and measured at fair value
in the statement of operations. At December 31, 2005, the only remaining
instrument that needs this valuation is the Series E warrants, which expire on
August 16, 2006. For a further discussion of this restatement and an assessment
of each instrument, please see the Company's September 30, 2005 10-K, footnote
2.

Results of Operations

"Grant revenues and other" decreased by $45,660 during the three months ended
December 31, 2005, compared to the same period of the previous year, due to the
winding down of the work funded by the grants in 2005. The Company is continuing
to apply for grants to support its work.

During the three month period ended December 31, 2005, research and development
expenses decreased by $266,215. In the previous year, expenses were higher
because the Company was working on the Phase III application for Multikine.

During the three month period ended December 31, 2005, general and
administrative expenses increased by $40,822. An increase in public relations
and corporate presentation expenses and the employee stock option expense
required by SFAS 123R was partially offset by a decrease in accounting fees.

Interest income during the three months ended December 31, 2005 decreased by
$6,416. The decrease was because the balances in the interest bearing accounts
declined.


Research and Development Expenses

During the three month periods ended December 31, 2005 and 2004, the Company's
research and development efforts involved Multikine and L.E.A.P.S.. The table
below shows the research and development expenses associated with each project
during the three-month periods.

                                   Three Months Ended
                                     December 31,

                                    2005        2004

   MULTIKINE                      $383,897    $614,573

   L.E.A.P.S.                       50,992      86,531
                                  --------    --------

                      TOTAL       $434,889    $701,104
                                  ========    ========

In August, 2005, the Canadian regulatory agency, the Biologics and Genetic
Therapies Directorate, concurred with the initiation of a global Phase III
clinical trial in head and neck cancer patients using Multikine. On January 4,
2005, the Company announced that it had submitted a Phase III clinical trial
protocol to the U.S. Food and Drug Administration ("FDA") for the use of its
investigational immunotherapy drug Multikine in the treatment of advanced
primary squamous cell carcinoma of the oral cavity. Additional information in
support of and to provide the rationale for the Phase III trial (final reports
of clinical trials conducted with Multikine to date and manufacturing and
testing information) was included with this submission. The Company met with FDA
in April of 2005 and again in October of 2005 to discuss the Phase III trial.
The meeting was very useful and productive, and the Company views it as the
start of a continuing dialogue with the Agency on this matter. It is clear that
the FDA recognizes the need for new and improved therapies for head and neck



cancer patients, and it appears to be amenable to new approaches. The Company
found the FDA's evaluation of the plan supportive and helpful. A number of
specific technical aspects of the Company's development plan were discussed and
the FDA made several suggestions as to how the plan could be improved. The
Company provided additional information to the FDA in 2005, and is waiting for
the FDA's response. The Company is unable to estimate the future costs of
research and clinical trials involving Multikine since the Company has not yet
finalized the design of future clinical trials. Until the scope of these trials
is known, the Company will not be able to price any future trials with clinical
trial organizations.

As of December 31, 2005 the Company was involved in a number of pre-clinical
studies with respect to its L.E.A.P.S. technology. As with Multikine, the
Company does not know what obstacles it will encounter in future pre-clinical
and clinical studies involving its L.E.A.P.S. technology. Consequently, the
Company cannot predict with any certainty the funds required for future research
and clinical trials and the timing of future research and development projects.

Clinical and other studies necessary to obtain regulatory approval of a new drug
involve significant costs and require several years to complete. The extent of
the Company's clinical trials and research programs are primarily based upon the
amount of capital available to the Company and the extent to which the Company
has received regulatory approvals for clinical trials. The inability of the
Company to conduct clinical trials or research, whether due to a lack of capital
or regulatory approval, will prevent the Company from completing the studies and
research required to obtain regulatory approval for any products which the
Company is developing. Without regulatory approval, the Company will be unable
to sell any of its products.

Since all of the Company's projects are under development, the Company cannot
predict when it will be able to generate any revenue from the sale of any of its
products.

Critical Accounting Policies - The Company's significant accounting policies are
more fully described in Note A to the financial statements. However certain
accounting policies are particularly important to the portrayal of financial
position and results of operations and require the application of significant
judgments by management. As a result, the condensed consolidated financial
statements are subject to an inherent degree of uncertainty. In applying those
policies, management uses its judgment to determine the appropriate assumptions
to be used in the determination of certain estimates. These estimates are based
on the Company's historical experience, terms of existing contracts, observance
of trends in the industry and information available from outside sources, as
appropriate. Our significant accounting policies include:

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. An impairment loss is
recognized when estimated future undiscounted cash flows expected to result from
the use of the asset, and from disposition, is less than the carrying value of
the asset. The amount of the impairment loss would be the difference between the
estimated fair value of the asset and its carrying value.

Stock Options and Warrants - In October 1996, the Financial Accounting Standards
Board (FASB) 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. Options to non-employees
are accounted for in accordance with FASB's Emerging Issues Task Force (EITF)
Issue 96-18 Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Accordingly, compensation is recognized when goods or services are received and
is measured using the Black-Scholes valuation model. The Black-Scholes model
requires management to make assumptions regarding the fair value of the options
at the date of grant and the expected life of the options. Using the modified
prospective transition method of adoption, CEL-SCI reflects compensation expense



in the financial statements beginning October 1, 2005. The modified prospective
transition method does not require restatement of prior periods to reflect the
impact of SFAS No. 123R. As such, compensation expense will be recognized for
awards that were granted, modified, repurchased or cancelled on or after October
1, 2005 as well as for the portion of awards previously granted that vested
during the quarter ended December 31, 2005. For the three months ended December
31, 2005, the Company recorded $51,798 in general and administrative expense for
the cost of employee options. The Company determines the fair value of the
employee compensation using the Black Scholes method of valuation. No
corresponding expense was recorded for the three months ended December 31, 2004
because the statement did not require the cost to be recorded in that period.

Asset Valuations and Review for Potential Impairments - The Company reviews its
fixed assets every fiscal quarter. This review requires that the Company make
assumptions regarding the value of these assets and the changes in circumstances
that would affect the carrying value of these assets. If such analysis indicates
that a possible impairment may exist, the Company is then required to estimate
the fair value of the asset and, as deemed appropriate, expense all or a portion
of the asset. The determination of fair value includes numerous uncertainties,
such as the impact of competition on future value. The Company believes that it
has made reasonable estimates and judgments in determining whether our
long-lived assets have been impaired; however, if there is a material change in
the assumptions used in our determination of fair values or if there is a
material change in economic conditions or circumstances influencing fair value,
the Company could be required to recognize certain impairment charges in the
future.

Prepaid Expenses and Laboratory Supplies--The majority of prepaid expenses
consist of bulk purchases of laboratory supplies used on a daily basis in the
lab and items that will be used for future production. The items in prepaid
expenses are expensed when used in production or daily activity as R&D expenses.
These items are disposables and consumables and can be used for both the
manufacturing of Multikine for clinical studies and in the laboratory for
quality control and bioassay use. They can be used in training, testing and
daily laboratory activities. Other prepaid expenses are payments for services
over a long period and are expensed over the time period for which the service
is rendered.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risk is the potential change in an instrument's value caused by, for
example, fluctuations in interest and currency exchange rates. The Company has
only one derivative financial instrument at December 31, 2005, the Series E
warrants, which will expire in August of 2006. Additionally, the Company is not
exposed to interest rate risks due to the fact the Company has no outstanding
debt as of June 30, 2005. Further, there is no exposure to risks associated with
foreign exchange rate changes because none of the operations of the Company are
transacted in a foreign currency. The interest rate risk in investments is
considered immaterial due to the fact that all investments have maturities of 3
months or less.

Item 4.  CONTROLS AND PROCEDURES

Geert Kersten, CEL-SCI's Chief Executive and Financial Officer, has evaluated
the effectiveness of CEL-SCI's disclosure controls and procedures as of December
31, 2005, and in his opinion CEL-SCI's disclosure controls and procedures ensure
that material information relating to CEL-SCI, including CEL-SCI's consolidated
subsidiary, is made known to him by others within those entities, particularly
during the period in which this report is being prepared, so as to allow timely
decisions regarding required disclosure. To the knowledge of Mr. Kersten there
have been no significant changes in CEL-SCI's internal controls or in other
factors that could significantly affect CEL-SCI's internal controls subsequent
to the date of evaluation, and as a result, no corrective actions with regard to
significant deficiencies or material weakness in CEL-SCI's internal controls
were required with the exception of accounting for certain derivatives under FAS
133 and EITF 00-19. Subsequent to September 30, 2005, CEL-SCI adopted additional
accounting policies and internal controls to address the issues raised by the
restatement of previously issued financial statements for the years ended
September 30, 2004 and 2003.







                                   PART II


Item 2.     Changes in Securities and Use of Proceeds

             None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

             None

Item 5.  Other Information

             None

Item 6.

      (a)    Exhibits

Number      Exhibit

31          Rule 13a-14(a) Certifications

32          Section 1350 Certifications

      (b) Reports on Form 8-K

The Company filed no reports on Schedule 8-K during the quarter ended December
31, 2005.





                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          CEL-SCI CORPORATION


Date: July 18, 2006                       /s/ Geert Kersten
                                          --------------------------------
                                          Geert Kersten
                                          Chief Executive Officer*



*Also  signing in the  capacity of the Chief  Accounting  Officer and  Principal
Financial Officer